Exhibit 10.1


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


This AMENDED AND RESTATED REGISTRATION
RIGHTS AGREEMENT (this “Agreement”) is made as of September 6, 2019, by and between (i) CorMedix Inc., a
Delaware corporation (the “Company”), and (ii) Manchester Securities Corp., Elliott International, L.P. and
Elliott Associates, L.P. (each, an “Investor” and collectively, “Investors”).


 


WHEREAS, pursuant to the Registration Rights
Agreement, dated as of November 9, 2017, by and between the Company and the Investors, as amended December 11, 2017 (the “Original
Agreement”), the Investors have certain registration rights;


 


WHEREAS, pursuant to the terms of the Securities
Exchange Agreement (the “Exchange Agreement”), dated as of August 14, 2019, by and between the Company and the
Investors, the Investors have agreed to exchange outstanding securities of the Company for shares of a new series of convertible
preferred stock of the Company designated as Series G Preferred Stock, $0.001 par value per share, of the Company, which shares
are convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”);
and


 


WHEREAS, in connection with the transactions
contemplated by the Exchange Agreement, the Company and the Investors desire to amend and restate the Original Agreement to provide
the Investors with the registration rights set forth herein.


 


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


 


1. Definitions.
Capitalized terms used herein and not defined shall have the meanings set forth in the Exchange Agreement. For the purposes hereof,
the following terms shall have the following meanings:


 


“Business Day” means
a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.


 


“Conversion Shares” means
any shares of Common Stock issued pursuant to the Company’s Series E Preferred Stock and Series G Preferred Stock.


 


“Effectiveness Date”
means the date a Registration Statement is declared effective by the SEC.


 


“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.


 






     


     


    

 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.


 


“Filing Date” means,
with respect to the Initial Registration Statement, the date that is forty-five (45) calendar days after delivery of a Demand Notice
as contemplated by Section 2 hereof, provided, however, that if the Filing Date falls on a Saturday, Sunday
or other day that the SEC is closed for business the Filing Date shall be extended to the next Business Day.


 


“Holder” or “Holders”
means the holder or holders, as the case may be, from time to time, of Registrable Securities.


 


“Initial Registration Statement”
means the initial Registration Statement filed pursuant to this Agreement.


 


“Investors” means, collectively,
the Investors and any transferee or assignee of any Registrable Securities, Series E Preferred Stock or Series G Preferred Stock,
as applicable, to whom the Investors assign their rights under this Agreement and who agrees to become bound by the provisions
of this Agreement and any transferee or assignee thereof to whom a transferee or assignee of any Registrable Securities, Series
E Preferred Stock or Series G Preferred Stock, as applicable, assigns its rights under this Agreement and who agrees to become
bound by the provisions of this Agreement.


 


“Person” means an individual,
corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock
company, government (or agency or subdivision thereof) or other entity of any kind.


 


“Registrable Securities”
means (i) all shares of Common Stock held by any of the Investors as of the date hereof, (ii) the Conversion Shares and (iii) any
capital stock of the Company issued or issuable with respect to such shares of Common Stock and the Conversion Shares, including,
without limitation, as a result of any share split, share dividend, recapitalization, exchange or similar event or otherwise, without
regard to any limitations on or conversion of the Series E Preferred Stock or the Series G Preferred Stock.


 


“Registration Statement”
means any one (1) or more registration statements filed (and/or required to be filed pursuant hereto) with the SEC by the Company
on Form S-3, or in the event the Company is not eligible to use Form S-3, on Form S-1, for the purpose of registering the Registrable
Securities, including (in each case) the prospectus, amendments and supplements to such registration statement or prospectus, including
pre and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated
by reference in such registration statement. The term “Registration Statement” shall include, but not be limited to,
the Initial Registration Statement.


 






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“Rule 144” means Rule
144 promulgated by the SEC pursuant to the Securities Act and any successor or substitute rule, law or provision.


 


“Rule 172” means Rule
172 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.


 


“Rule 424” means Rule
424 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC having substantially the same purpose and effect as such rule.


 


“SEC” means the United
States Securities and Exchange Commission.


 


“Securities Act” means
the Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.


 


2. Demand
Registration.


 


(a) To
the extent the Company shall receive a written request from the Investors that the Company effect the registration under the Securities
Act of all or any portion of the Registrable Securities (a “Demand Notice”), the Company shall prepare, and,
as soon as practicable, but in no event later than the Filing Date, the Company shall file with the SEC the Initial Registration
Statement registering for resale under the Securities Act all of the Registrable Securities by, and for the account of, the Holders
as selling stockholders thereunder, that are not then registered on an effective Registration Statement for an offering to be made
on a continuous basis pursuant to Rule 415 of the Securities Act. The Company shall use its best efforts to have such Initial Registration
Statement declared effective by the SEC under the Securities Act as soon as practicable, but in no event, later than the Effectiveness
Deadline.


 


(b) The
Company shall use its reasonable best efforts to keep the Initial Registration Statement current and effective until such date
(the “Effectiveness Period”) that is the earlier of (i) the date as of which all of the Holders as selling stockholders
thereunder may sell all of the Registrable Securities registered for resale thereon without restriction pursuant to Rule 144, or
otherwise, or (ii) the date when all of the Registrable Securities have been sold, but in no event longer than three years.


 






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(c) Notwithstanding
any other provision of this Agreement, if the SEC affirmatively limits the number of Registrable Securities to be registered in
the Initial Registration Statement (and the Company has used its reasonable best efforts to advocate with the SEC for the registration
of all or the maximum number of Registrable Securities), the number of Registrable Securities to be registered on such Registration
Statement will be reduced to the maximum number of Registrable Securities permitted to be registered in such Initial Registration
Statement. The Company shall file a new Registration Statement as soon as practicable covering the resale by the Holders of not
less than the number of such Registrable Securities that are not registered in the Initial Registration Statement. The Company
shall not be liable for liquidated damages under Section 3(a) or any other relevant penalty as to any Registrable Securities
which are expressly not permitted by the SEC staff to be included in the Initial Registration Statement. In such case, any liquidated
damages payable under Section 3(a) shall be calculated to apply only to the percentage of Registrable Securities which are
permitted to be included in such Registration Statement.


 


(d) If
at any time after the date hereof, other than a Suspension Period referred to in Section 8, the Company shall determine to prepare
and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities
Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or
their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business
or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each
Holder written notice of such determination and if, within fifteen (15) days after receipt of such notice, any such Holder shall
so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities
not already covered by an effective Registration Statement.


 






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3. Partial
Liquidated Damages/Suspension/Delay in Effectiveness of a Registration Statement.


 


(a) If:
(i) the Initial Registration Statement and/or any other Registration Statement is not filed on or prior to the Filing Date, (ii)
the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities
Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the
SEC that the Initial Registration Statement or any other Registration Statement will not be “reviewed” or not be subject
to further review, (iii) prior to the Effectiveness Deadline of the Initial Registration Statement or any other Registration Statement,
the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of
such Initial Registration Statement or any other Registration Statement within fifteen (15) Business Days after the receipt of
comments by or notice from the SEC that such amendment is required in order for such Initial Registration Statement or any other
Registration Statement to be declared effective, (iv) the Initial Registration Statement and/or any other Registration Statement
covering Registrable Securities is not declared effective by the SEC by the Effectiveness Deadline, (v) to the extent a registration
statement is filed pursuant to Section 2(d) and the Company fails to notify the Holder of such filing or, if notice is given
in accordance with Section 2(d), the Company fails to include the Registrable Securities upon timely request of the Holder,
or (vi) after the Effectiveness Date of the Initial Registration Statement or any other Registration Statement, such Initial Registration
Statement or other Registration Statement ceases for any reason to remain for any period current and effective as to all Registrable
Securities included in such Initial Registration Statement or other Registration Statement, as applicable, or the Investors are
otherwise not permitted to utilize the prospectus therein to resell such Registrable Securities (any such failure or breach set
forth in 3(a)(i)-(vi) shall be referred to as an “Event,” and the date such Event occurs shall be referred to
as an “Event Date”), then, in addition to any other rights the Investors may have hereunder and/or under applicable
law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been
cured by such date) until the applicable Event is cured, the Company shall pay to the Investors on a monthly basis within three
(3) Business Days of the end of the month an amount in cash equal to $15,000, as partial liquidated damages and not as a penalty.
Any monthly amount owed pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to
the cure of an Event. Notwithstanding the foregoing, the aggregate amount payable as partial liquidated damages under this Section
3(a) shall not exceed $75,000.


 


(b) In
the event (i) the Registration Statement has not been declared effective on or prior to the Effectiveness Deadline and (ii) an
Event has occurred and has not been cured prior to the Effectiveness Deadline, the Company shall pay to the Investors liquidated
damages equal to 1% of the product of (A) the last closing trade price for the Common Stock on August 14, 2019 and (B) the aggregate
number of Registrable Securities requested to be included in such Registration Statement by such Investor (the product of (A) and
(B) shall be referred to as the “Closing Sale Price”) within three (3) Business Days thereof and shall pay to
the Investors liquidated damages equal to 1% of such Closing Sale Price for each subsequent 30-day period, up to a maximum of 9%,
within three (3) Business Days of the end of each such 30-day period.


 


(c) The
Company shall provide the Investors with all correspondence (whether written and/or oral), to the SEC from the Company and from
the SEC to the Company and shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within
two (2) Business Days, after a Registration Statement is declared effective and shall simultaneously provide the Holders with a
copy of any related prospectus to be used in connection with the sale or other disposition of the Registrable Securities covered
thereby.


 






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4. Obligations
of the Company. With respect to the Initial Registration Statement and any other Registration Statement filed by the Company
with the SEC that covers the Registrable Securities, the Company shall:


 


(a) Prepare
and file with the SEC such amendments and supplements to a Registration Statement and the prospectus used in connection therewith
as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities
covered by a Registration Statement;


 


(b) Furnish
to the selling Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements
of the Securities Act, and such other documents (including, without limitation, prospectus amendments and supplements as are prepared
by the Company in accordance with Section 4(a) above) as the selling Holders may reasonably request in order to facilitate
the disposition of such selling Holders’ Registrable Securities;


 


(c) Use
its reasonable best efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange
Act, including, without limitation, Rule 172 under the Securities Act (“Rule 172”), file any final prospectus,
including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the Securities Act, promptly inform the
Holders in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule
172 and, as a result thereof, the Holders are required to deliver a prospectus in connection with any disposition of Registrable
Securities; notify the selling Holders of the happening of any event as a result of which the prospectus included in or relating
to a Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements
therein not misleading; and, thereafter, subject to Section 8 hereof, the Company will promptly prepare (and, when completed,
give notice and provide a copy thereof to each selling Holder) a supplement or amendment to such prospectus so that such prospectus
will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not
misleading; provided, however, that upon such notification by the Company (which shall be a Suspension (as defined
herein) pursuant to Section 8), the selling Holders will not offer or sell Registrable Securities until the Company has
notified the selling Holders that it has prepared a supplement or amendment to such prospectus and filed it with the SEC, or if
the Company does not then meet the conditions for the use of Rule 172, delivered copies of such supplement or amendment to the
selling Holders (it being understood and agreed by the Company that the foregoing proviso shall in no way diminish or otherwise
impair the Company’s obligation to promptly prepare a prospectus amendment or supplement as above provided in this Section
4(c) and deliver copies of same as above provided in Section 4(b) hereof); and


 






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(d) Use
its reasonable best efforts to register and qualify the Registrable Securities covered by a Registration Statement under such other
securities or Blue Sky laws of such states as shall be reasonably appropriate in the opinion of the Company.


 


(e) Subject
to the terms and conditions of this Agreement, including Section 2 hereof, the Company shall use commercially reasonable
efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness of any Registration Statement, or the
suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction in the United States, and (ii)
if such an order or suspension is issued, obtain the withdrawal of such order or suspension at the earliest practicable moment
and notify each Holder of Registrable Securities of the issuance of such order and the resolution thereof or its receipt of notice
of the initiation or threat of any proceeding for that purpose.


 


(f) The
Company shall use its reasonable best efforts to cause its Common Stock to continue to be registered under Sections 12(b), 12(g)
and/or 15(d) of the Exchange Act, to comply in all respects with its reporting and filing obligations under the Exchange Act, to
comply with all requirements related to the Initial Registration Statement and any other Registration Statement filed pursuant
to this Agreement, and to not take any action or file any document (whether or not permitted by the Securities Act or the rules
promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations
under the Exchange Act or Securities Act. The Company shall take all action reasonably necessary to continue the listing, trading
and/or quotation of its Common Stock on one or more of the OTC Bulletin Board, the Pink Sheets LLC, the OTC Markets Group, the
Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or the NYSE American.


 


(g) With
a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any
time permit the Holders to sell the Registrable Securities to the public without registration, the Company shall: (i) make
and keep public information available as those terms are understood in Rule 144, (ii) furnish to a Holder as long as any Holder
owns any Registrable Securities, upon such Holder’s request, a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company as may be reasonably requested in availing such Holder of
any rule or regulation of the SEC permitting the selling of any such Registrable Securities without registration, and (iii) undertake
any additional actions reasonably necessary to maintain the availability of the use of Rule 144. The Company shall further take
all other actions as the Holders may reasonably request from time to time to enable the Holders to sell the Registrable Securities
without registration under the Securities Act pursuant to the exemption provided by Rule 144 promulgated under the Securities Act,
including, without limitation, obtaining any required legal opinions from Company counsel at the Company’s expense and delivering
such legal opinions within five (5) Business Days after receipt from such Holder (or its representative) of documentation reasonably
required by the Company’s counsel to provide such opinion.


 






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(h) The
Company will file any Registration Statement and all amendments and supplements thereto electronically on EDGAR.


 


5. Obligations
of the Holders.


 


(a) Each
Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the filing of any Registration
Statement hereunder, unless such Holder has notified the Company in writing that such Holder elects to exclude all of its Registrable
Securities from such Registration Statement.


 


(b) Each
Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
4(c), each Holder shall immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement
covering such Registrable Securities until such Holders receipt of the copies of the supplemented or amended prospectus contemplated
by Section 4(c) or receipt of notice that no supplement or amendment is required.


 


(c) Each
Holder who is a member or affiliated or associated with member(s) of the Financial Industry Regulatory Authority (“FINRA”)
will agree, if requested by FINRA, to sign a lock-up, the form of which shall be satisfactory to FINRA (the “FINRA Lock-Up”),
in connection with the transactions contemplated by this Agreement.


 


6. Expenses
of Registration. The Company shall bear and pay all expenses incurred in connection with any registration, filing or qualification
of Registrable Securities pursuant hereto, including, without limitation, all registration, filing and qualification fees, printer’s
fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees,
discounts and commissions relating to Registrable Securities.


 






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7. Indemnification.


 


(a) To
the greatest extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and each officer and director
of such selling Holder and each person, if any, who controls such selling Holder, within the meaning of the Securities Act, against
any losses, claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue
or alleged untrue statement of any material fact contained in any Registration Statement, in any preliminary prospectus or final
prospectus relating thereto or in any amendments or supplements to any Registration Statement or any such preliminary prospectus
or final prospectus, or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary
to make the statements therein not misleading; or (ii) any violation by the Company or its agents of any rule or regulation promulgated
under the Securities Act applicable to the Company or its agents and relating to action or inaction required of the Company in
connection with such registration of the Registrable Securities; and will reimburse such selling Holder, or such officer, director
or controlling person of such selling Holder for any legal or other expenses reasonably incurred by them in connection with defending
any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this
Section 7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company
be liable in any such case for any such loss, damage, liability or action to the extent that it arises out of or is based upon
(i) an untrue statement or alleged untrue statement or omission made in connection with any Registration Statement, any preliminary
prospectus or final prospectus relating thereto or any amendments or supplements to any Registration Statement or any such preliminary
prospectus or final prospectus, in reliance upon and in conformity with written information furnished expressly for use in connection
with any Registration Statement or any such preliminary prospectus or final prospectus by the selling Holders or (ii) at any time
when the Company has advised the Holder in writing that the Company does not meet the conditions for use of Rule 172 and as a result
that the Holder is required to deliver a current prospectus in connection with any disposition of Registrable Securities, an untrue
statement or alleged untrue statement or omission in a prospectus (whether preliminary or final) that is corrected in any subsequent
amendment or supplement to such prospectus that was delivered to the selling Holder before the pertinent sale or sales by the selling
Holder.


 






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(b) To
the extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the Company, each of
its directors, each of its officers who have signed any Registration Statement, each person, if any, who controls the Company within
the meaning of the Securities Act, against any losses, claims, damages or liabilities to which the Company or any such director,
officer, controlling person, may become subject to, under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereto) arise out of or are based upon any untrue or alleged untrue statement of any material
fact contained in any Registration Statement or any preliminary prospectus or final prospectus, relating thereto or in any amendments
or supplements to any Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent and only to the extent that such untrue statement or alleged untrue statement
or omission or alleged omission (i) was made in any Registration Statement, in any preliminary prospectus or final prospectus relating
thereto or in any amendments or supplements to any Registration Statement or any such preliminary prospectus or final prospectus,
in reliance upon and in conformity with written information furnished by the selling Holder expressly for use in connection with
any Registration Statement, or any preliminary prospectus or final prospectus or (ii) at any time when the Company has advised
the Holder in writing that the Company does not meet the conditions for use of Rule 172 and as a result that the Holder is required
to deliver a current prospectus in connection with any disposition of Registrable Securities, an untrue statement or alleged untrue
statement or omission in a prospectus (whether preliminary or final) that is corrected in any subsequent amendment or supplement
to such prospectus that was delivered to the selling Holder before the pertinent sale or sales by the selling Holder; and such
selling Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling
person in connection with defending any such loss, claim, damage, liability or action; provided, however, that notwithstanding
anything to the contrary provided herein or elsewhere, the liability of each selling Holder hereunder shall be limited solely to
the net proceeds received by each such selling Holder from the sale of Registrable Securities only by such Holder giving rise to
such liability, and provided further, that the indemnity agreement contained in this Section 7(b) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent
of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld).


 


(c) Promptly
after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7, notify the
indemnifying party in writing of the commencement thereof and the indemnifying party shall have the right to participate in and,
to the extent the indemnifying party desires, jointly with any other indemnifying party similarly noticed, to assume at its expense
the defense thereof with counsel satisfactory to the indemnifying party or indemnifying parties, but the omission so to notify
the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise
under the indemnity agreement contained in this Section 7 (except to the extent that such omission materially and adversely
affects the indemnifying party’s ability to defend such action). In the event that the indemnifying party assumes any such
defense, the indemnified party may participate in such defense with its own counsel and at its own expense, provided, however,
if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying party, that there may be
a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any
such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional
to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel
to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election to assume the defense of
such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party
under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with
the defense thereof unless the indemnified party shall have employed such counsel in connection with the assumption of legal defenses
in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel and one local counsel, reasonably satisfactory to such indemnifying party,
representing all of the indemnified parties who are parties to such action in which case the reasonable fees and expenses of counsel
shall be at the expense of the indemnifying party.


 






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(d) Notwithstanding
anything to the contrary herein, the indemnifying party shall not be entitled to settle any claim, suit or proceeding unless in
connection with such settlement the indemnified party receives an unconditional release with respect to the subject matter of such
claim, suit or proceeding and such settlement does not contain any admission of fault by the indemnified party.


 


(e) If
the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party
under Section 7(a) or Section 7(b) above in respect of any losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion
as is appropriate to reflect the relative fault of the Company on the one hand and the Holders on the other in connection with
the statements or omissions or other matters which resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among
other things, in the case of an untrue statement, whether the untrue statement relates to information supplied by the Company on
the one hand or a Holder on the other and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement. The Company and the Holders agree that it would not be just and equitable if contribution
pursuant to this Section 7(e) were determined by pro rata allocation (even if the Holders were treated as one entity for
such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above
in this Section 7(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities
(or actions in respect thereof) referred to above in this Section 7(e) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations in this subsection to contribute
are several in proportion to their sales of Registrable Securities to which such loss relates and not joint. In no event shall
the contribution obligation of a Holder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid
by such Holder in connection with any claim relating to this Section 7 and the amount of any damages such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon
the sale of the Registrable Securities giving rise to such contribution obligation.


 


8. Suspension.
Notwithstanding anything in this Agreement to the contrary, in the event (i) of any non-voluntary demand on the Company by the
SEC during the period of effectiveness of any Registration Statement for amendments or supplements to any Registration Statement
or related prospectus or for additional information; (ii) of the issuance by the SEC of any stop order suspending the effectiveness
of any Registration Statement or the initiation of any proceedings for that purpose; or (iii) of any event or circumstance which
requires in order to comply with applicable law the making of any changes in any Registration Statement or related prospectus,
or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of any Registration Statement,
it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue
statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading (based upon the written legal opinion of
legal counsel to the Company and provided to counsel to the Holders), then the Company shall furnish to the selling Holders a certificate
signed by the President or Chief Executive Officer of the Company setting forth in detail the facts relating to one or more of
the above described circumstances, and the right of the selling Holders to use any Registration Statement (and the prospectus relating
thereto) shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after
delivery by the Company of the certificate referred to above in this Section 8. During the Suspension Period, none of the
Holders shall offer or sell any Registrable Securities pursuant to or in reliance upon any Registration Statement (or the prospectus
relating thereto). The Company shall use its best efforts to terminate any Suspension Period as promptly as practicable.


 






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9. Entire
Agreement. This Agreement, the Exchange Agreement and the other Transaction Documents constitute and contain the entire agreement
and understanding of the parties with respect to the subject matter hereof, and supersede any and all prior negotiations, correspondence,
agreements or understandings with respect to the subject matter hereof.


 


10. Miscellaneous.


 


(a) This
Agreement may not be amended, modified or terminated, and no rights or provisions may be waived, except with the written consent
of the Company and the Holders of a majority of the Registrable Securities issued and outstanding.


 


(b) The
rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of the Investor’s
Registrable Securities if such transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained
herein and such transfer shall have been conducted in accordance with all applicable federal and state securities laws.


 


(c) This
Agreement shall be governed by and construed solely in accordance with the internal laws of the State of New York. Each party hereby
expressly and irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York,
Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby expressly and irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby expressly and irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. In any action brought by the Company concerning and/or arising directly and/or
indirectly out of this Agreement, the prevailing party shall be entitled to recover all of its legal fees and expenses incurred
by it with respect to any such legal action. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.


 






    12


     


    

 


(d) Any
notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall
be effective (a) upon hand delivery by telecopy, facsimile or e-mail at the address or number designated below (if delivered on
a Business Day during normal business hours where such notice is to be received), or the first business day following such delivery
(if delivered other than on a Business Day during normal business hours where such notice is to be received) or (b) on the second
Business Day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:


 


(i) All
correspondence to the Company shall be addressed as follows:


 


	If to the Company: 	CorMedix Inc.
	 	400 Connell Drive, 5th Floor
	 	Suite 5000
	 	Berkeley Heights, NJ 07922
	 	Attention: Chief Executive Officer
	 	Telephone: (908) 517-9500
	 	Facsimile: (908) 429-4307
	 	Email: kbaluch@cormedix.com
	 	 
	with copies to :	Morgan, Lewis & Bockius, LLP
	 	101 Park Avenue
	 	New York, NY 10178
	 	Attention: Steven A. Navarro
	 	Telephone: (212) 309-6000
	 	Facsimile: (212) 309-6001
	 	Email: steven.navarro@morganlewis.com


 


(ii) All
correspondence to the Investors shall be sent to each Investor at the address set forth in the Exchange Agreement.


 


(iii) Any
party may change the address to which correspondence to it is to be addressed by written notification as provided for herein.


 


(e) The
parties acknowledge and agree that in the event of any breach of this Agreement, remedies at law may be inadequate, and each of
the parties hereto shall be entitled to seek specific performance of the obligations of the other parties hereto and such appropriate
injunctive relief as may be granted by a court of competent jurisdiction.


 


(f) Should
any part or provision of this Agreement be held unenforceable, the unenforceable part or provisions shall be replaced with a provision
which accomplishes, to the extent possible, the original business purpose of such part or provision in a valid and enforceable
manner, and the remainder of this Agreement shall remain binding upon the parties hereto.


 


(g) This
Agreement may be executed in a number of counterparts, any of which together shall for all purposes constitute one Agreement, binding
on all the parties hereto notwithstanding that all such parties have not signed the same counterpart.


 


[Signature Page Follows.]


 




    13


     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Registration Rights Agreement as of the date and year first above written.


 


	 	CORMEDIX INC.
	 	 	 
	 	By:	/s/ Khoso Baluch
	 	Name: 	Khoso Baluch
	 	Title:	Chief Executive Officer
	 	 	 
	 	ELLIOTT INTERNATIONAL, L.P.
	 	 	 
	 	By:	Hambledon, Inc., its General Partner
	 	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., as General Partner
	 	By:	Braxton Associates, Inc., as General Partner
	 	 	 
	 	By:	/s/ Elliot Greenberg
	 	Name:	Elliot Greenberg
	 	Title:	Vice President
	 	 	 
	 	MANCHESTER SECURITIES CORP.
	 	 	 
	 	By:	/s/ Elliot Greenberg
	 	Name:	Elliot Greenberg
	 	Title:	Vice President


 


[Signature Page to Registration Rights Agreement]