0001144204-09-062141 Sample Contracts

NOTE AND WARRANT PURCHASE AGREEMENT
Note 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”).

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EMPLOYMENT AGREEMENT
Employment 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”).

CONSULTING AGREEMENT
Consulting Agreement • November 25th, 2009 • CorMedix Inc.

THIS CONSULTING AGREEMENT (this “Agreement”), dated as of 30 January 2008 (the “Effective Date”), is by and between Frank Prosl (“Consultant”), and CorMedix Inc., with principal executive offices at 86 Summit Ave., Suite 301, Summit, NJ 07901 (the “Company”).

CORMEDIX, INC. COMMON STOCK EXCHANGE AND STOCKHOLDER AGREEMENT
Common Stock Exchange and Stockholder Agreement • November 25th, 2009 • CorMedix Inc. • Delaware

This Common Stock Exchange and Stockholder Agreement (the “Agreement”) is made and entered into as of October 6, 2009, by and between CorMedix, Inc., a Delaware corporation (the “Company”), and Shiva Biomedical, LLC, a limited liability company organized under the laws of New Jersey (the “Holder”).

ESCROW AGREEMENT
Escrow Agreement • November 25th, 2009 • CorMedix Inc. • New York

This Escrow Agreement (“Agreement”) is made and entered into as of this 30th day of January, 2008, by and among: CorMedix, Inc., a Delaware corporation (the “Corporation”), ND Partners LLC, a Delaware limited liability company (the “Subscriber”) and the Secretary of the Corporation (the “Escrow Agent”).

CORMEDIX INC. AMENDED AND RESTATED CONSULTING AGREEMENT WITH SUDHIR V. SHAH, M.D.
Consulting Agreement • November 25th, 2009 • CorMedix Inc. • New Jersey

This Consulting Agreement (this “Agreement”) between CorMedix Inc. (the “Company”) and Sudhir V. Shah, M.D., FACP (the “Consultant”), dated as of January 10, 2008, amends and restates in its entirety the Consulting Agreement dated as of July 28, 2006 between the Company (which was then named “Picton Holding Company, Inc.”) and the Consultant (the “Existing Agreement”).

CORMEDIX, INC. STOCKHOLDER AGREEMENT
Stockholder Agreement • November 25th, 2009 • CorMedix Inc. • New York
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