CONFIDENTIAL Dr. Claire L. Kruger Chief Executive Officer Spherix Incorporated 6430 Rockledge Drive Suite 503 Bethesda, MD 20817 Dear Dr. Kruger:
Exhibit 1.2
November 17, 2010
CONFIDENTIAL
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
Spherix Incorporated
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇:
This letter hereby serves as an amendment to that engagement agreement dated November 6, 2009 as amended by that letter dated November 17, 2009 (as so amended, the “Engagement Agreement”), between Spherix Incorporated (the “Company”) and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC (“▇▇▇▇▇▇”). The Company agrees to resume the engagement of ▇▇▇▇▇▇ as the exclusive placement agent for the Company for the period of 60 days from December 1, 2010 on the same terms and provisions included in the Engagement Agreement except for the one amendment noted below. Capitalized terms used herein shall have the meanings ascribed to them in the Engagement Agreement.
The Engagement Agreement shall hereby be amended as follows:
Paragraph A2 “Warrants” — Pursuant to Paragraph A2, the ▇▇▇▇▇▇ Warrants shall not be exercisable for 6 months from the date of the Offering.
Notwithstanding any of the foregoing, all other provisions of the Engagement Agreement, and all rights and obligations thereunder between ▇▇▇▇▇▇ and the Company, shall remain the same as of the date of execution of the Engagement Agreement.
Please confirm that the foregoing correctly sets forth our agreement by signing and returning to ▇▇▇▇▇▇ a copy of this Agreement.
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Very truly yours, | ||
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▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC | ||
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇ | |
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Name: |
▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Sr. Managing Director |
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Address for notice: | ||
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New York, NY, 10020 | ||
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇ | ||
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Attention: General Counsel | ||
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC · ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ · Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ · ▇▇▇.▇▇▇▇.▇▇▇ · Member: FINRA, SIPC
Accepted and Agreed to as of
the date first written above:
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SPHERIX INCORPORATED |
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By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Name: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Title: Chief Executive Officer |
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Address for notice: |
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Suite 503 |
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Bethesda, MD 20817 |
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇ |
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Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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