SERIES B COMMON STOCK PURCHASE WARRANT CORMEDIX INC.CorMedix Inc. • May 3rd, 2017 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to the close of business on the day that is the fifth (5th) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CorMedix Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITER’S PURCHASE WARRANT CORMEDIX INC.CorMedix Inc. • May 3rd, 2017 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to the close of business on the day that is April 28, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CorMedix Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The warrant is issued pursuant to that certain Underwriting Agreeemnt, dated April 28, 2017, between the Company and H.C. Wainwright & Co., LLC.
CORMEDIX INC. Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementCorMedix Inc. • August 12th, 2021 • Pharmaceutical preparations • New York
CorMedix Inc., a Delaware corporation (the “Company”), Truist Securities, Inc. (“Truist”) and JMP Securities LLC (“JMP”; each of Truist and JMP individually an “Agent” and collectively, the “Agents”, together with the Company, each a “Party” and collectively, the “Parties”) hereby agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2013 • CorMedix Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 25, 2013, between CORMEDIX INC., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
COMMON STOCK PURCHASE WARRANT CORMEDIX INC.CorMedix Inc. • July 26th, 2013 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, and its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July __, 2013 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CORMEDIX INC., a Delaware corporation (the “Company”), up to 227,273 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2019 • CorMedix Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2018, is by and among CorMedix Inc., a Delaware corporation with offices located at 400 Connell Drive, 5th Floor, Berkeley Heights, NJ 07922 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
WARRANT AGREEMENTWarrant Agreement • March 19th, 2010 • CorMedix Inc. • Pharmaceutical preparations • New York
This Warrant Agreement made as of [___________], 2010, is between CorMedix Inc., a Delaware corporation, with offices at 86 Summit Avenue, Suite 301, Summit, NJ 07901-3647 (the “Company”), and Onyx Stock Transfer, LLC, with offices at 2672 Bayshore Parkway, Suite 1055, Mountain View, CA (the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 27th, 2017 • CorMedix Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”), dated as of _______, 201__, is by and between CorMedix Inc., a Delaware corporation (the “Company”) and [___________________] (the “Indemnitee”).
CORMEDIX INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2023 • CorMedix Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [●], between CorMedix Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 9th, 2014 • CorMedix Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 7, 2014, is entered into by and among CorMedix Inc., a Delaware corporation with offices located at 745 Route 202-206, Suite 303, Bridgewater, New Jersey 08807 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
CORMEDIX INC. Warrant To Purchase Common StockCorMedix Inc. • November 13th, 2017 • Pharmaceutical preparations • New York
This Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) of CorMedix Inc. (the “Company”) is issued this __ day of November, 2017 (the “Issuance Date”) to [ ] (the “Holder”) pursuant to that certain Backstop Agreement, dated the Issuance Date (the “Backstop Agreement”). The Company hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Holder or its permitted assigns is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant, at any time or times on or after the Issue Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), a number of shares of Common Stock equal to [ ]% of the Aggregate Warrant Amount (subject to adjustment as provided herein)
4,444,444 Shares CorMedix Inc. Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • July 29th, 2020 • CorMedix Inc. • Pharmaceutical preparations • New York
CorMedix Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as the representatives (the “Representatives”) an aggregate of 4,444,444 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 666,666 additional shares of the Company’s Common Stock (the “Option Shares” and, together with the Firm Shares, the “Securities”).
FORM OF WARRANT] CORMEDIX INC. Warrant To Purchase Common StockCorMedix Inc. • October 18th, 2013 • Pharmaceutical preparations • New York
CorMedix, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ___________________________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the first anniversary of the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ________ (subject to adjustment as provided herein) fully paid and nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 12th, 2021 • CorMedix Inc. • Pharmaceutical preparations • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 29, 2021 by and between CorMedix Inc., a Delaware corporation (the “Company”), and Thomas Nusbickel (“Executive”). Each of the Company and Executive is referred to herein as a “Party” and together they are referred to as the “Parties.”
CORMEDIX INC. Amended and Restated Warrant To Purchase Common StockCorMedix Inc. • March 4th, 2015 • Pharmaceutical preparations • New York
This Amended and Restated Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) of CorMedix Inc. (the “Company”) is issued this 3rd day of March 2015, and amends and restates the Warrant to Purchase Common Stock issued by the Company on May 30, 2013 (the “Issuance Date”) to Manchester Securities Corp. (the “Holder”), pursuant to that certain Securities Purchase Agreement dated May 23, 2013 (the “Securities Purchase Agreement”), which Warrant to Purchase Common Stock was subsequently amended and restated on September 15, 2014. The Company hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Holder or its permitted assigns is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant, at any time or times on or after M
CORMEDIX INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 1st, 2010 • CorMedix Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of _____________, 20__ between CorMedix Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
CORMEDIX INC. 2,960,000 Units Each Unit Consisting of One Share of Common Stock and 0.35 of a Warrant, Each to Purchase One Share of Common Stock PLACEMENT AGENT AGREEMENTCorMedix Inc. • March 5th, 2014 • Pharmaceutical preparations • New York
If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the lock-up period, or (ii) prior to the expiration of the lock-up period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
CORMEDIX INC. Amended and Restated Warrant To Purchase Common StockCorMedix Inc. • September 16th, 2014 • Pharmaceutical preparations • New York
This Amended and Restated Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) of CorMedix Inc. (the “Company”) is issued this 15 day of September, 2014, and amends and restates the Warrant to Purchase Common Stock issued by the Company on March 10, 2014 (the “Issuance Date”) to ______________________ (the “Holder”) pursuant to that certain Subscription Agreement dated March 4, 2014 (the “Subscription Agreement”). The Company hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Holder or its permitted assigns is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or aft
CORMEDIX INC. Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementCorMedix Inc. • March 9th, 2018 • Pharmaceutical preparations • New York
CORMEDIX INC. COMMON STOCK WARRANTCorMedix Inc. • January 20th, 2010 • Pharmaceutical preparations • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS WARRANT IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THIS WARRANT MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 11th, 2019 • CorMedix Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 6, 2019, by and between (i) CorMedix Inc., a Delaware corporation (the “Company”), and (ii) Manchester Securities Corp., Elliott International, L.P. and Elliott Associates, L.P. (each, an “Investor” and collectively, “Investors”).
At-the-Market Issuance Sales AgreementSales Agreement • April 9th, 2015 • CorMedix Inc. • Pharmaceutical preparations • New York
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • November 25th, 2009 • CorMedix Inc. • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between CORMEDIX INC., a Delaware corporation having its principal place of business at 86 Summit Avenue, Suite 301, Summit, NJ 07901-3647 (the “Company”), and the undersigned (the “Subscriber”).
CORMEDIX INC. SECOND Amended and Restated Warrant To Purchase Common StockSecurities Purchase Agreement • January 3rd, 2019 • CorMedix Inc. • Pharmaceutical preparations • New York
This Second Amended and Restated Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) of CorMedix Inc. (the “Company”) is issued this 31st day of December, 2018, and amends and restates the Warrant to Purchase Common Stock issued by the Company on October 22, 2013 (the “Issuance Date”) _________________ (the “Holder”) pursuant to that certain Securities Purchase Agreement dated October 17, 2013 (the “Securities Purchase Agreement”), which Warrant to Purchase Common Stock was subsequently amended and restated on September 15, 2014. The Company hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Holder or its permitted assigns is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant, at any time or times on or a
EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2011 • CorMedix Inc. • Pharmaceutical preparations • New Jersey
This Agreement, dated as of February 25, 2011 (this “Agreement”), is by and between CorMedix Inc., a Delaware corporation with principal executive offices at 745 Route 202-206, Suite 303, Bridgewater, NJ 08807 (the “Company”), and Mark A. Klausner, residing at 2332 Town Court North, Lawrenceville, NJ 08648 (the “Executive”).
CORMEDIX INC. Warrant To Purchase Common StockCorMedix Inc. • April 9th, 2015 • Pharmaceutical preparations • New York
This Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) of CorMedix Inc. (the “Company”) is issued this 25th day of March, 2015 (the “Issuance Date”) to Kingsbrook Opportunities Master Fund LP (the “Holder”) pursuant to that certain Waiver and Consent Agreement, dated the Issuance Date (the “Waiver Agreement”). The Company hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Holder or its permitted assigns is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant, at any time or times on or after March 25th, 2015 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 83,400 shares (subject to adjustment as provided herein) fully paid and nonasse
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2017 • CorMedix Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 9, 2017, is by and among CorMedix Inc., a Delaware corporation with offices located at 400 Connell Drive, 5th Floor, Berkeley Heights, NJ 07922 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
Units CorMedix Inc. Underwriting AgreementUnderwriting Agreement • March 19th, 2010 • CorMedix Inc. • Pharmaceutical preparations • New York
CorMedix Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;” in the event that only a sole Underwriter is named on Schedule I hereto, then all references to “Underwriters” shall be deemed to mean and refer to such sole Underwriter, mutatis mutandis), for whom Maxim Group LLC (“Maxim”) is acting as the representative (the “Representative”), an aggregate of [___________] units (the “Firm Units”) of the Company’s securities, and, at the election of the Underwriters, up to [____________] additional units (the “Optional Units”) of the Company’s securities (the Firm Units and the Optional Units that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Units”). Each Unit consists of two shares of the Company’s common stock, par val
CONSENT AND EXCHANGE AGREEMENTConsent and Exchange Agreement • September 16th, 2014 • CorMedix Inc. • Pharmaceutical preparations • New York
This Consent and Exchange Agreement (the “Agreement”) is made as of this 15 day of September 2014, by and among CorMedix Inc., a Delaware corporation (the “Company”), and the undersigned holders (the “Holders”) of all of the outstanding warrants to purchase common stock, $0.001 par value, of the Company (the “Common Stock”) issued by the Company on March 10, 2014 (the “March 2014 Warrants”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 15th, 2012 • CorMedix Inc. • Pharmaceutical preparations • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of _______, 2012 by and among CorMedix Inc., a Delaware corporation (the “Company”), and each of the purchasers signatories hereto (each a “Purchaser” and collectively, the “Purchasers”) of the Company’s units (each, a “Unit”, and collectively, the “Units”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 25th, 2009 • CorMedix Inc. • New York
This Agreement, dated as of February 14, 2007 (this “Agreement”), is between CORMEDIX INC., a Delaware corporation with principal executive offices at 787 Seventh Avenue, 48th Floor, New York, New York 10019 (the “Company”), and Mark Houser, M.D., residing at 8 Barlow Drive, Califon, NJ 07830 (the “Employee”).
Underwriting AgreementUnderwriting Agreement • June 30th, 2023 • CorMedix Inc. • Pharmaceutical preparations • New York
CorMedix Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, (i) 7,500,000 shares of common stock, $0.001 par value per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Shares”) and (ii) pre-funded warrants to purchase up to an aggregate of 2,500,625 shares of Common Stock in the form attached hereto as Exhibit A (the “Pre-Funded Warrants” and, together with the Underwritten Shares, the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,500,093 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Shares being hereinafter called the “Shares,” and the Option Securities, together with the Underwritten Securities being hereinafter call
TAUROLIDINE SUPPLY AGREEMENTTaurolidine Supply Agreement • March 1st, 2010 • CorMedix Inc. • Pharmaceutical preparations • New Jersey
THIS SUPPLY AGREEMENT is made and entered into as of December 7th, 2009 (the “Effective Date”) by and between CORMEDIX INC. 86 Summit Ave., Summit, NJ 07901, (together with its Affiliates, “Customer”) and NAVINTA, LLC, a corporation having an address at 1499 Lower Ferry Road, Ewing, NJ 08618 (“Manufacturer”).
16,190,697 Shares of Common Stock ($0.001 Par Value) and Warrants to Purchase up to 24,286,044 Shares of Common Stock CorMedix Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2017 • CorMedix Inc. • Pharmaceutical preparations • New York
CorMedix Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as the representative (the “Representative”) (i) an aggregate of 16,190,697 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”) and (ii) warrants of the Company to purchase an aggregate of 24,286,044 shares of Common Stock (the “Firm Warrants” and, together with the Firm Shares, the “Firm Securities”). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option (i) an aggregate of up to 2,428,604 additional shares of the Company’s Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”) and/or (ii) warrants of the Company to purchase up to an additional 3,642,906 shares of Common Stock (the “Option
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • November 10th, 2011 • CorMedix Inc. • Pharmaceutical preparations
This Separation and General Release Agreement must be executed and returned to Employer on or after September 30, 2011 but before October 21, 2011.
