AMENDMENT NO. 2 TO


EMPLOYMENT AGREEMENT


 


AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
(this “Amendment”) dated as of March 22, 2012, by and between CorMedix Inc., a Delaware corporation with principal
executive offices at 745 Route 202-206 South, Suite 303, Bridgewater, NJ 08807  (the “Company”), and
Brian Lenz, residing at 29 Arrowhead Drive, Neshanic Station, NJ 08853  (the “Executive”).


 


WHEREAS, the Company and Executive
entered into that certain Employment Agreement, dated as of February 4, 2010 (the “Employment Agreement”), as
amended by that certain Amendment to the Employment Agreement, dated as of January 14, 2011 (the “Existing Employment
Agreement”);


 


WHEREAS, the Company and Executive
wish to amend the terms of the Existing Employment Agreement to modify the Executive’s compensation upon termination; and


 


NOW, THEREFORE, in consideration
of the promises and mutual covenants hereinafter contained, the parties hereto agree as follows:


 


1.           Defined
Terms.  All capitalized terms contained in this Amendment shall, for the purposes hereof, have the same meaning
ascribed to them in the Existing Employment Agreement unless the context hereof clearly provides otherwise or unless otherwise
defined herein.


 


2.           Amendments.  The
Existing Employment Agreement is hereby amended as follows:


 


(a)           Section
9(d) of the Existing Employment Agreement is hereby deleted and replaced in its entirety with the following:


 


“If the Executive’s employment
is terminated by the Company (or its successor) within two (2) months prior to or six (6) months following the occurrence of a
Change of Control, then the Company (or its successor, as applicable) shall: (i) continue to pay to the Executive his Base Salary
and benefits for a period of six (6) months following the termination of the Term (such period of payment is referred to herein
as the “Section 9(d) Termination Benefits Period”), or, in the case of benefits, such time as the Executive
receives equivalent coverage and benefits under plans and programs of a subsequent employer; (ii) pay the Guaranteed Bonus pro
rated to the date of Executive’s termination; and (iii) provide such other or additional benefits, if any, as may be provided
under applicable employee benefit plans, programs and/or arrangements of the Company. In addition, all Restricted Shares and Stock
Options shall be accelerated and deemed to have vested as of the termination date. Stock Options that have vested as of the Executive’s
termination shall remain exercisable for ninety (90) days following such termination. Notwithstanding anything to the contrary,
if any of the Executive’s benefits pursuant to Section 9(d)(i) hereof cannot be provided to former employees, the Company
shall provide the Executive, in a single lump sum payment within ninety (90) days of separation from service, with payment in whatever
amount is necessary for the Executive to purchase the equivalent benefit(s), with the payment grossed up as necessary to comport
with the tax-free nature of the Company’s direct provision of certain of those benefits. All payments, benefits and/or grants
under this Section 9(d) shall be subject to Executive’s execution and delivery within 21 days of separation from service
of a general release of the Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents,
successors and assigns in a form that is acceptable to the Company, with such payments, benefits, and/or grants commencing within
30 days of the Executive’s separation from service.”


 


3.           Effectiveness
of Amendments.  The amendment set forth in Section 2 shall be effective as of March 22, 2012.


 


4.           Conflicting
Provisions.  In the event of any conflict or inconsistency between the provisions of this Amendment and those
contained in the Existing Employment Agreement, the provisions of this Amendment shall govern and control and be binding upon the
parties hereto.


 



    	 



    	 



    

 


5.           Miscellaneous
Provisions.


 


(a)           Except
as modified by this Amendment, the Existing Employment Agreement and all executory covenants, agreements, terms and conditions
thereof shall remain in full force and effect and are hereby in all respects ratified and confirmed.


 


(b)           This
Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of New Jersey, without
giving effect to its principles of conflicts of laws.


 


(c)           The
covenants, agreements, terms and conditions contained in this Amendment shall bind and inure to the benefit of the parties hereto
and, except as may otherwise be provided in the Existing Employment Agreement, as hereby modified and supplemented, their respective
legal successors and assigns.


 


(d)           This
Amendment may not be changed orally but only by a writing signed by both parties hereto.


 


(e)           This
Amendment may be executed in any number of counterparts, each of which shall constitute an original, but all of which together
shall constitute one and the same instrument.


 


Remainder of Page Intentionally Left
Blank; Signature Page Follows


 



    	 



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Amendment as of the date first above written.


  





	 	CORMEDIX INC.
	 	 
	 	By:	/s/ Richard M. Cohen
	 	Name:	  Richard M. Cohen
	 	Title:	Interim Chief Executive Officer
	 	 
	 	EXECUTIVE
	 	 
	 	/s/ Brian Lenz
	 	Brian Lenz