0001144204-12-063033 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription 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”).

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Re: Amended and Restated Investment Banking Agreement
Investment Banking Agreement • November 15th, 2012 • CorMedix Inc. • Pharmaceutical preparations • New York

We are pleased to confirm that this Amended and Restated Investment Banking Agreement (the “Agreement”) amends and restates, in its entirety, the Investment Banking Agreement, dated as of May 31, 2012, by and between John Carris Investments, LLC (“John Carris”) and CorMedix Inc. (the “Company”) (the “Prior Agreement”). This Agreement shall describe the arrangements under which John Carris is engaged by the Company (both parties together referred to as the "Parties") to act as its exclusive placement agent in connection with the potential Transaction (as defined below) and the Prior Agreement shall be of no further force and effect. The terms of this relationship are as follows:

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