Blueprint





 







Exhibit 10.1

 



AMENDMENT NO. 1

 



TO

 



REGISTRATION RIGHTS AGREEMENT

 


This
AMENDMENT NO. 1 to REGISTRATION RIGHTS AGREEMENT
(this “Amendment”) is made as of December
11, 2017, by and between (i) CorMedix Inc., a Delaware corporation
(the “Company”),
and (ii) Elliott International, L.P.
and Elliott Associates, L.P. (collectively,
“Buyer”).

 


WHEREAS, in
connection with the entry into the Purchase Agreement, the Company
and Buyer concurrently entered into that certain Registration
Rights Agreement, dated as of November 9, 2017 (the
“Agreement”),
pursuant to which the Company agreed to provide Buyer with certain
demand and piggyback registration rights with regard to the
Registrable Securities;

 


WHEREAS, the
Company and Buyer wish to amend the definition of
“Effectiveness Deadline” in the Agreement;

 


WHEREAS, pursuant
to Section 10(a) of the Agreement, the Agreement may only be
amended by an agreement in writing executed by the Company and the
Holders of a majority of the Registrable Securities issued and
outstanding; and

 


WHEREAS, Buyer is
the holder of all of the issued and outstanding Registrable
Securities.

 


NOW
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and Buyer
hereby agree as follows:

 




1.

Capitalized terms
used herein and not defined shall have the meanings set forth in
the Agreement.





 




2.

As of the date of
this Amendment, the defined term “Effectiveness
Deadline” set forth in Section 1 of the Agreement be and
hereby is replaced and amended in its entirety as
follows:





 


 


“Effectiveness Deadline” means the
date that is ninety (90) calendar days after the date on which the
Company receives a Demand Notice as contemplated by Section 2
hereof.”


 

 




3.

Except as expressly
set forth in this Amendment, the Agreement remains in full force
and effect in accordance with its
terms and nothing contained herein shall be deemed to be a waiver,
amendment, modification or other change of any term, condition or
provision of the Agreement. From and after the date hereof, all references in
the Agreement and any other documents to the Agreement shall be
deemed to be references to the Agreement after giving effect to
this Amendment. In the event of any conflict between the terms of
this Amendment and any other terms in the Agreement, the terms of
this Amendment shall govern.





 




4.

Section 10 of the
Agreement shall apply hereto mutatis mutandis.





 


[Signature
Page Follows]

 



 





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IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed by the duly authorized
representatives thereof as of the date first set forth
above.





 


 


CORMEDIX
INC.

 


By:
/s/ Khoso
Baluch                                           



 


Name:
Khoso Baluch


Title:
Chief Executive Officer


 

 


ELLIOTT
INTERNATIONAL, L.P.

 


By:
Elliott International Capital Advisors Inc.,


as
attorney-in-fact

 


By:
/s/ Elliot
Greenberg                                        



 


Name:
Elliot Greenberg



Title:
Vice President



 

 


ELLIOTT
ASSOCIATES, L.P.

 


By:
Elliott Capital Advisors, L.P., General Partner

 


By:
Braxton Associates, Inc., General Partner

 


By:
/s/ Elliot
Greenberg                                        



 


Name:
Elliot Greenberg



Title:
Vice President


 


 

 




 

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