Unassociated Document


    THIS NOTE
AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN
JURISDICTION.  THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE
OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF
ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED AND SUCH FOREIGN JURISDICTION LAWS HAVE
BEEN SATISFIED.

    


    CORMEDIX
INC.

    CONVERTIBLE
PROMISSORY NOTE

    


    
      	 
      	
              Summit,
      NJ

            
	
              $___________

            	
              ____________
      ___, 200__

            


    

    


    1.           Principal and
Interest

    


    CORMEDIX INC. (the “Company”), a Delaware
corporation, for value received, hereby promises to pay to the order of
______________________, or his, her or its assigns (“Holder”), in lawful
money of the United States of America at the address for notices to Holder set
forth in the applicable Purchase Agreement (as defined below) (or such other
address as Holder shall provide to the Company in writing pursuant hereto), the
principal amount of ____________ dollars ($___________), together with interest
as set forth below.

    


    The Company promises to pay interest on
the unpaid principal amount from the date hereof until July 31, 2009 at the rate
of ten percent (10%) per annum, or such lesser rate as shall be the maximum rate
allowable under applicable law, and from August 1, 2009 until such principal
amount is paid in full at the rate of twelve percent (12%) per annum, or such
lesser rate as shall be the maximum rate allowable under applicable
law.  Interest from the date hereof shall be computed on the basis of
a 360-day year of twelve 30-day months, shall compound annually and shall be
accrued and added to principal on an annual basis.  Unless converted,
all unpaid principal and unpaid accrued interest on this Note shall be due and
payable on July 31, 2010; provided however, that upon an Event of Default (as
defined herein) during the Initial Term or the Extended Term, the interest rate
on this Note shall be increased to fourteen percent (14%) per annum, or such
lesser rate as shall be the maximum rate allowable under applicable law. during
the term of the default. For purposes of this Note, an “Event of Default” shall
occur if (i) the Company shall default in the payment on the Note, when and as
the same shall become due and payable; or (ii) the Company shall default in the
due observance or performance of any material covenant, condition or agreement
on the part of the Company contained in this Note or the Purchase Agreement, and
any such default shall continue for a period of five (5) business days after the
Company receives written notice thereof.



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    This Note is being issued pursuant to
that certain Note and Warrant Purchase Agreement between the Company and the
Holder, dated as of the date hereof (the “Purchase Agreement”),
and is subject to its terms.  Capitalized terms used herein but not
defined shall have the meanings given to such terms in the Purchase
Agreement.  This Note is being issued together with a series of
convertible promissory notes issued by the Company in connection with an
offering described in the Company’s Confidential Offering Memorandum (the “Memorandum”) dated
August 5, 2008 (such notes shall be collectively referred to as the “Bridge
Notes”).  The Bridge Notes, the First Bridge Notes and the
Galenica Note (each as defined in the Purchase Agreement) rank pari passu in
right of payment with all other existing indebtedness of the Company and,
pursuant to Section 2.17 of the Purchase Agreement, no new indebtedness which is
secured or senior in right of payment to the Bridge Notes, the First Bridge
Notes and the Galenica Note may be issued by the Company without the consent of
the holders of Bridge Notes, the holders of First Bridge Notes and the holder of
the Galenica Note collectively, consenting together as one group, representing
at least sixty-six and two-thirds percent (66 2⁄3%) of the aggregate principal
amount of all outstanding Bridge Notes, First Bridge Notes and the Galenica
Note.  No consent of the holders of Bridge Notes, First Bridge Notes
or the Galenica Note will be required for issuances by the Company of unsecured
indebtedness that ranks pari passu in right of payment with, or junior in right
of payment to, the Bridge Notes, the First Bridge Notes and the Galenica
Note.

    


    2.           Conversion.

    


    2.1           (a)           All
unpaid principal and unpaid accrued interest on this Note shall be automatically
converted into the Company’s equity securities (the “Securities”) issued
in the Company’s next equity financing (or series of related equity financings)
involving the sale of Securities in which the Company receives gross aggregate
cash proceeds (before brokers’ fees or other transaction related expenses, and
excluding any such proceeds resulting from any conversion of the First Bridge
Notes) of at least $10,000,000 minus the aggregate principal amount of the
Bridge Notes (a “Qualified
Financing”), at a conversion price equal to the lesser of (a) the lowest
per unit price paid for such Securities in cash by investors in such Qualified
Financing, and upon such other terms, conditions and agreements as may be
applicable in such Qualified Financing, and (b) $30,000,000 divided by the
number of shares of Common Stock outstanding immediately prior to such Qualified
Financing (determined on a fully diluted basis) (the “Conversion
Price”).

    


    (b)           In
the event that the Company consummates a merger, share exchange, or other
transaction (or series of related transactions), other than in connection with a
Qualified Financing, in which (i) the Company merges into or otherwise becomes a
wholly-owned subsidiary of a company subject to the public company reporting
requirements of the Securities Exchange Act of 1934, as amended, and (ii) the
aggregate consideration payable to the Company or its stockholders in such
transaction(s) (the “Reverse Merger
Consideration”) is greater than or equal to $10,000,000 (a “Reverse Merger”),
then immediately prior to such Reverse Merger, all unpaid principal and unpaid
accrued interest on this Note shall be automatically converted into Common Stock
at a conversion price per share equal to the quotient obtained by dividing (i)
the Reverse Merger Consideration less the amount of unpaid principal and accrued
interest on all Bridge Notes and First Bridge Notes by (ii) the number of shares
of Common Stock then outstanding, on a fully diluted basis, without giving
effect to the warrants issued pursuant to the Purchase Agreements, to the First
Bridge Warrants (as defined in the Purchase Agreement) or to the warrants issued
to Paramount BioCapital, Inc., as
placement agent in connection with the sale of the First Bridge
Notes.

    


    The
shares of Common Stock issuable pursuant to clause 2.1(b) above shall be issued
effective prior to the consummation of the Reverse Merger and as a condition to
such Reverse Merger.  As a holder of such shares of Common Stock, the
Holder will receive the consideration payable in connection with such Reverse
Merger on a share-for-share basis with all other stockholders of the Company and
in like kind, at the same time and upon the same conditions as all other
stockholders of the Company.


    
      
         


      

      
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    If any
Reverse Merger Consideration is other than cash, its value will be deemed to be
its fair market value as determined, in good faith, by the Board of Directors of
the Company.  The value of any securities shall be determined by the
Board of Directors of the Company as set forth for a Sale of the Company in
Section 3.2(c) below.

    


    In the
event the Company completes (in one or a series of related transactions) a
merger, consolidation, sale or transfer of more than fifty percent (50%) of the
Company’s capital stock, in each case, which does not constitute a Sale of the
Company (as defined below), a Reverse Merger or a Qualified Financing, then the
term “Securities” as used
herein shall thereafter refer to the equity securities or securities convertible
into or exchangeable for equity securities of the surviving, resulting, combined
or acquiring entity in such merger, consolidation, sale or
transfer.

    


    2.2           Upon
conversion of this Note in accordance with the terms of Section 2.1, the
outstanding unpaid principal and unpaid accrued interest of the Note shall be
converted without any further action by the Holder and whether or not the Note
is surrendered to the Company or its transfer agent, and the indebtedness
evidenced by this Note shall be satisfied in full and no interest shall continue
to accrue on this Note and all rights of the Holder hereunder shall
terminate.  The Company shall not be obligated to issue certificates
evidencing the shares of the securities issuable upon such conversion unless the
Note is either delivered to the Company or its transfer agent, or the Holder
notifies the Company or its transfer agent that such Note has been lost, stolen
or destroyed and executes an agreement satisfactory to the Company to indemnify
the Company from any loss incurred by it in connection with such
Note.  The Company shall, as soon as practicable after such delivery,
or such agreement and indemnification, issue and deliver to such Holder of such
Note, a certificate or certificates for the securities to which the Holder shall
be entitled.  Such conversion shall be deemed to have been made
concurrently with the close of the Qualified Financing or the Reverse Merger, as
applicable.  The person or persons entitled to receive securities
issuable upon such conversion shall be treated for all purposes as the record
holder or holders of such securities on such date.  The Company shall
not issue fractional shares but shall round down the number of shares issued to
the nearest whole number.  Any conversion effected in accordance with
this Section 2 shall be binding upon the Holder hereof.

    


    3.           Prepayment.

    


    3.1          Other
than as provided in Section 3.2 hereof, the Notes may not be prepaid at any
time, in whole or in part, prior to their maturity.

    


    3.2          In
the event of a Sale of the Company prior to a Qualified Financing, the Company
shall:

    


    (a)           pay
to the Holder an amount equal to the unpaid principal balance of this Note,
payable in cash or such other form of Sale Proceeds (as defined below), having a
value equal to such unpaid principal balance;

    


    (b)           pay
to the Holder all accrued but unpaid interest on this Note, payable in cash or
such other form of Sale Proceeds, having a value equal to such accrued but
unpaid interest; and


    
      
         


      

      
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    (c)           as
consideration for the permitted prepayment of the Note, issue to the Holder a
number of fully paid, non-assessable shares of Common Stock equal to (i) the
Aggregate Prepayment Equity Amount (as defined below), multiplied by (ii) the
quotient equal to the principal amount of the Holder’s Note divided by the sum
of the aggregate principal amount of (w) all Bridge Notes plus (x) all First
Bridge Notes plus (y) the Galenica Note plus (z) all Existing Notes (as defined
below), in each case, then outstanding.

    


    The
shares of Common Stock issuable pursuant to clause (c) above shall be issued
effective immediately prior to, and conditioned upon, the consummation of the
Sale of the Company and as a condition to such Sale of the
Company.  As a holder of such shares of Common Stock, the Holder will
receive the consideration payable in connection with such Sale of the Company on
a share-for-share basis with all other stockholders of the Company and in like
kind, at the same time and upon the same conditions as all other stockholders of
the Company.

    


    Upon the
consummation of the Sale of the Company and completion by the Company of the
deliveries set forth in clauses (a) through (c) above, the indebtedness
evidenced by this Note shall be satisfied in full and no interest shall continue
to accrue on this Note and all rights of the Holder hereunder shall
terminate.

     

    If any
Sale Proceeds resulting from the Sale of the Company are other than cash, the
value of such Sale Proceeds will be deemed to be its fair market value as
determined, in good faith, by the Board of Directors of the
Company.  The value of any securities shall be determined by the Board
of Directors of the Company as follows:

     

    (i)           Securities
not subject to an investment letter or other restriction on free marketability
covered by (ii) below:

     

    (A)           If
traded on a securities exchange, the value shall be the average of the daily
average bid and asked prices of the securities on such exchange over the thirty
(30) day period ending three (3) days prior to the date of the Sale of the
Company;

     

     

    (B)           If
not traded on a securities exchange, but actively traded over-the-counter, the
value shall be the average of the daily average of the closing bid and sale
prices over the thirty (30) day period ending three (3) days prior to the date
of the Sale of the Company; and

     

     

    (C)           If
not traded on a securities exchange and if there is no active public market, the
value shall be the fair market value thereof, as determined by the Board of
Directors with reference to the last sale of securities undertaken by the issuer
of such securities.

     

    (ii)           An
appropriate discount from the market value determined in accordance with clauses
(A), (B) or (C) of subsection (i) above shall be made with respect to any
securities subject to an investment letter or other restriction on free
marketability (other than restrictions arising solely by virtue of a
shareholder’s status as an affiliate or former affiliate) to reflect the
approximate fair market value thereof, as determined by the Board of
Directors.

    


    The
following definitions shall apply for purposes of this Section
3.2:


    
      
         


      

      
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    (v)           “Aggregate Prepayment Equity
Amount” shall mean a number of shares of Common Stock determined in
accordance with the following formula:

    


    
      
        
          
            
              	
                      Aggregate
      Prepayment Equity Amount =    

                    	
                       { 

                    	
                      A

                    	
                       }

                    	
                       -
      A

                    
	
                      B

                    


            

          

        

      

    

    


    For
purposes of the foregoing formula:

    


    A = the
number of shares of the Company’s then outstanding Common Stock, determined on a
fully diluted basis, prior to any issuance under this Section 3.2;

    


    B = the
Applicable Percentage (as defined below).

    


    (w)           “Applicable
Percentage” shall mean the number determined in accordance with the
following formula:

    


    
      
        
          
            
              	
                      Applicable
      Percentage =   

                    	
                       
      1  -    

                    	
                      {  
      

                    	
                      ( A  x  B
    )

                    	
                        }

                    
	
                      C

                    


            

          

        

      

    

    


    For
purposes of the foregoing formula:

    


    A = the
aggregate principal amount of all Bridge Notes, First Bridge Notes, the Galenica
Note and Existing Notes outstanding immediately prior to the Sale of the
Company;

    


    B = 50%;
and

    


    C = the
aggregate principal amount of all Bridge Notes, First Bridge Notes, the Galenica
Note and Existing Notes then outstanding.

    


    (x)           “Sale of the Company”
shall mean a transaction (or series of related transactions) with one or more
non-affiliates, pursuant to which such party or parties acquire (i) capital
stock of the Company or the surviving entity possessing the voting power to
elect a majority of the board of directors of the Company or the surviving
entity (whether by merger, consolidation, sale or transfer of the Company’s
capital stock or otherwise) (a “Stock Acquisition”);
or (ii) all or substantially all of the Company’s assets determined on a
consolidated basis (an “Asset Sale”); provided, however, that
notwithstanding anything to the contrary contained herein, to the extent any
transaction (or series of related transactions) qualifies as a Qualified
Financing or a Reverse Merger, such transaction(s) shall not be deemed to
constitute a Sale of the Company.

    


    (y)           “Sale Proceeds” shall
mean (i) in the event of a Stock Acquisition, the cash or securities paid by the
acquirer to the Company or the selling stockholders to acquire such shares; and
(ii) in the event of an Asset Sale, the cash or securities legally available for
distribution to the Company’s stockholders, after creation of adequate reserves
for liabilities of the Company.


    
      
         


      

      
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    (z)           “Existing
Notes” shall mean (i) the Future Advance Promissory Note in favor of Paramount
BioSciences, LLC, dated July 28, 2006 and amended on June 15, 2007, (ii) the
Future Advance Promissory Note in favor of The Lindsay A. Rosenwald Family
Trusts Dated December 15, 2000, dated August 11, 2006 and amended on June 15,
2007 and on July 22, 2008, and (iii) such additional amounts, if any, borrowed
under one or more of the foregoing notes to fund the operations of the
Company.

    


    4.           Attorney’s
Fees.  If the indebtedness represented by this Note or any part
thereof is collected in bankruptcy, receivership or other judicial proceedings
or if this Note is placed in the hands of attorneys for collection after
default, the Company agrees to pay, in addition to the principal and interest
payable hereunder, reasonable attorneys’ fees and costs incurred by
Holder.

    


    5.           Notices.  Any
notice, other communication or payment required or permitted hereunder shall be
in writing and shall be deemed to have been given upon delivery to the address
provided pursuant to the Purchase Agreement.  In the case of notice to
either party, copies should be sent to Olshan Grundman Frome Rosenzweig &
Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, NY 10022,
Facsimile: (212) 451-2222, Attn: Yehuda Markovits, Esq.

    


    6.           Notice of Proposed
Transfers.  Prior to any proposed transfer of this Note or the
Securities, unless there is in effect a registration statement under the
Securities Act covering the proposed transfer, the Holder shall give written
notice to the Company of such Holder’s intention to effect such
transfer.  Each such notice shall describe the manner and
circumstances of the proposed transfer in sufficient detail, and shall, if the
Company so requests, be accompanied (except in transactions in compliance with
Rule 144) by an unqualified written opinion of legal counsel, who shall be
reasonably satisfactory to the Company, addressed to the Company and reasonably
satisfactory in form and substance to the Company’s counsel, to the effect that
the proposed transfer of the Note or Securities may be effected without
registration under the Securities Act; provided, however, no such
opinion of counsel shall be necessary for a transfer without consideration by a
Holder to any affiliate of such Holder, or a transfer by a Holder which is a
partnership to a partner of such partnership or a retired partner of such
partnership who retires after the date hereof, or to the estate of any such
partner or retired partner or the transfer by gift, will or intestate succession
of any partner to his spouse or lineal descendants or ancestors, if the
transferee agrees in writing to be subject to the terms hereof to the same
extent as if such transferee were the original Holder hereunder.  Each
certificate evidencing Securities or the Note transferred as above provided
shall bear an appropriate restrictive legend, except that the Note or
certificate shall not bear such restrictive legend if in the opinion of counsel
for the Company such legend is not required in order to establish compliance
with any provisions of the Securities Act.

    


    7.           Acceleration.  This
Note shall become immediately due and payable if (i) the Company commences any
proceeding in bankruptcy or for dissolution, liquidation, winding-up,
composition or other relief under state or federal bankruptcy laws; or (ii)
there is any material breach of any material covenant, warranty, representation
or other term or condition of this Note or the Purchase Agreement at any time
which is not cured within the time periods permitted therein, or if no cure
period is provided therein, within sixty (60) days after the date on which the
Company receives written notice of such breach.

    


    8.           No Dilution or
Impairment.  The Company will not, by amendment of its
Certificate of Incorporation or Bylaws or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Note, but will at all times in good faith assist in
the carrying out of all such terms and in the taking of all such action as may
be necessary or appropriate in order to protect the rights of the Holder of this
Note against dilution or other impairment.


    
      
         


      

      
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    9.           Waivers.  The
Company hereby waives presentment, demand for performance, notice of
non-performance, protest, notice of protest and notice of
dishonor.  No delay on the part of Holder in exercising any right
hereunder shall operate as a waiver of such right or any other right. This Note
is being delivered in and shall be construed in accordance with the laws of the
State of New York, without regard to the conflicts of laws provisions
thereof.

    


    10.           No Stockholder
Rights.  Nothing contained in this Note shall be construed as
conferring upon the Holder or any other person the right to vote or to consent
or to receive notice as a stockholder of the Company.

    


    11.           Amendment.  Any term of this Note may be amended
with the written consent of the Company and the holders of not less than
sixty-six and two-thirds percent (66 2⁄3%) of the then outstanding aggregate
principal amount of the Bridge Notes, the First Bridge Notes and the Galenica
Note, consenting together as one group, even without the consent of the Holder
hereof.  Any amendment effected in accordance with this Section 11
shall be binding upon each holder of any Bridge Note, each holder of any First
Bridge Note, the holder of the Galenica Note, each future holder of all such
Bridge Notes, First Bridge Notes or the Galenica Note, and the Company;
provided, however, that no special consideration or inducement may be given to
any such Holder in connection with such consent that is not given ratably to all
such holders, and that such amendment must apply to all such holders ratably in
accordance with the principal amount of their then outstanding Bridge Notes,
First Bridge Notes or the Galenica Note.  Pursuant to Section 2.17 of
the Purchase Agreements and Section 1 of the Bridge Notes, the First Bridge
Notes and the Galenica Note, the Company may incur additional indebtedness that
ranks in priority junior to, or pari passu with, the Bridge Notes, the First
Bridge Notes and the Galenica Note without obtaining the consent of any holder
of Bridge Notes, First Bridge Notes or the Galenica Note.  The Company
shall promptly give notice to all holders of outstanding Bridge Notes of any
amendment effected in accordance with this Section 11.

    


    *  *  *  *  *

     

    
      
        
        

      

      
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                  ISSUED
      as of the date first above written.

                
	 
      	 
      	 
      
	 
      	
                  CORMEDIX
      INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                     

                
	 
      	
                  Name:

                	
                  Bruce
      Cooper, M.D.

                
	 
      	
                  Title:

                	
                  President
      and Chief Executive
Officer

                


        

      

    


    
      
         


      

      
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