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”).
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
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...CorMedix Inc. • March 19th, 2010 • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
