THE TERMS OF THIS WARRANT ARE SUBJECT TO THE TERMS OF A SUBSCRIPTION AGREEMENT AND A 6% SECURED CONVERTIBLE NOTE DUE 2012 AND ANY TRANSFEREE OF SUCH SECURITIES SHALL BE BOUND BY THE PROVISIONS OF SAID AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH, AND...
EXHIBIT
4.2
THE
TERMS OF THIS WARRANT ARE SUBJECT TO THE TERMS OF A SUBSCRIPTION AGREEMENT
AND A
6% SECURED CONVERTIBLE NOTE DUE 2012 AND ANY TRANSFEREE OF SUCH SECURITIES
SHALL
BE BOUND BY THE PROVISIONS OF SAID AGREEMENTS, COPIES OF WHICH ARE ON FILE
WITH,
AND AVAILABLE FROM, THE SECRETARY OF NEPHROS, INC.
THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN
THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES
UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.
THE
SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE ISSUED SUBJECT TO THE
PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT, AND ANY TRANSFEREE OF SUCH
SECURITIES SHALL BE BOUND BY THE PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH
IS ON FILE WITH, AND AVAILABLE FROM, THE SECRETARY OF NEPHROS,
INC.
FORM
OF
COMMON
STOCK PURCHASE WARRANT
No.:
W-
__ Number
of
Shares: ___________
Date
of
Issuance: _____ __, 2006
FOR
VALUE
RECEIVED, subject to the provisions hereinafter set forth, the undersigned,
NEPHROS, INC., a Delaware corporation (together with its successors and assigns,
the “Company”),
hereby certifies that _______________________________ or its registered assigns
(the “Holder”)
is
entitled to subscribe for and purchase, during the Term (as hereinafter
defined), up to ___________________ (_________) shares (subject to adjustment
as
hereinafter provided) of the duly authorized, validly issued, fully paid and
non-assessable Common Stock of the Company, at an exercise price per share
equal
to the Warrant Price then in effect on the terms and conditions hereinafter
set
forth. Capitalized terms used in this Warrant and not otherwise defined herein
shall have the respective meanings specified in Section 7 hereof.
1. Term.
The
term of this Warrant shall commence upon issuance and shall expire at 6:00
p.m.,
eastern time, on June __, 2012 (such period being the “Term”).
1
| 2. |
Method
of Exercise; Payment; Issuance of New Warrant; Transfer and
Exchange.
|
(a) Time
of Exercise.
The
purchase rights represented by this Warrant may be exercised in whole or in
part
during the Term.
(b) Method
of Exercise.
The
Holder hereof may exercise this Warrant, in whole or in part, by the surrender
of this Warrant (with the exercise form attached hereto as Exhibit
A
duly
executed) at the principal office of the Company, and by the payment to the
Company of an amount of consideration therefor equal to the Warrant Price in
effect on the date of such exercise multiplied by the number of shares of
Warrant Stock with respect to which this Warrant is then being exercised,
payable by certified or official bank check or by
wire
transfer to an account designated by the Company.
(c) Issuance
of Stock Certificates.
The
Company shall, within 15 days after such exercise and compliance with any other
conditions herein contained, deliver to the Holder the number of full shares
of
Common Stock to which such person shall be entitled as aforesaid.
(d) Transferability
of Warrant.
Subject
to Section 2(f) hereof, this Warrant, and the rights evidenced hereby, may
be
transferred by a Holder, without the consent of the Company, only if it is
transferred in its entirety, it is transferred together with the Notes (as
defined below) pursuant to which it was issued and the transferee is an
“accredited investor” as defined in Regulation D under the Securities Act and
agrees to be bound by all of the provisions of this Warrant and the Registration
Rights Agreement. Any Warrants issued upon the transfer or exercise in part
of
this Warrant shall be numbered and shall be registered in a Warrant Register
as
they are issued. If transferred pursuant to this paragraph, this Warrant may
be
transferred on the books of the Company (the “Warrant
Register”)
by the
Holder hereof in person or by duly authorized attorney, upon surrender of this
Warrant at the principal office of the Company, properly endorsed (by the Holder
executing an assignment in the form attached hereto) and upon payment of any
necessary transfer tax or other governmental charge imposed upon such transfer.
The Company shall be entitled to treat the registered holder of any Warrant
on
the Warrant Register (the “Registered
Holder”)
as the
owner in fact thereof for all purposes and shall not be bound to recognize
any
equitable or other claim to or interest in such Warrant on the part of any
other
person. This Warrant is exchangeable at the principal office of the Company
for
Warrants to purchase the same aggregate number of shares of Warrant Stock,
each
new Warrant to represent the right to purchase such number of shares of Warrant
Stock as the Holder hereof shall designate at the time of such exchange. All
Warrants issued on transfers or exchanges shall be dated as of the date of
this
Warrant and shall be identical with this Warrant except as to the number of
shares of Warrant Stock issuable pursuant thereto.
(e) Limitation
on Exercise.
Notwithstanding anything to the contrary set forth herein, unless and until
the
Stockholder Approval (as defined below) has been obtained, the Company shall
not
issue in excess of an aggregate of 2,452,280 shares of Common Stock upon
conversion of its 6% Secured Convertible Notes Due 2012 (“Notes”)
or
exercise of any Common Stock Purchase Warrants issued pursuant thereto (of
which
this Warrant is one), subject to adjustment upon any Change of Shares (such
number of shares, as the same may be adjusted, the “Issuable
Maximum”).
The
Issuable Maximum equals approximately 19.9% of the number of shares of Common
Stock outstanding immediately prior to the first issuance of any Notes. If
at
any time the Holder hereof seeks to exercise this Warrant pursuant to Section
2,
and (A) the aggregate
2
number
of
shares of Common Stock previously issued upon conversion of the Notes with
respect to which this Warrant was issued (the “Subject
Notes”)
or
exercise of Warrants issued pursuant thereto (the “Exercising
Holder’s Previous Shares”),
together with the shares of Warrant Stock which such Holder requests that this
Warrant be exercised pursuant to Section 2(b), would equal or exceed the pro
rata share of the Issuable Maximum to which the Subject Notes are entitled,
calculated based on the portion of $5,000,000 represented by the principal
amount outstanding under the Subject Notes (the “Exercising
Holder’s Maximum”),
and
(B) the Company shall not have previously obtained the vote of stockholders
(the
“Stockholder
Approval”),
if
any, as may be required by the applicable rules and regulations of the American
Stock Exchange (or any successor entity or any other Stock Market on which
the
Common Stock is then listed or quoted) applicable to approve the issuance of
shares of Common Stock in excess of the Issuable Maximum pursuant to the terms
hereof, then the converting Holder’s request for exercise shall be deemed a
request to exercise only that portion of this Warrant surrendered for exercise
that is exercisable into a number of shares of Common Stock equal to the
positive excess of the Exercising Holder’s Maximum above the Exercising Holder’s
Previous Shares and, with respect to the remainder of the Warrant such Holder
surrendered for conversion (the “Excess
Warrant”),
the
Company shall deliver such Holder a new Warrant representing the Excess
Warrant.
(f) Compliance
with Securities Laws.
(i) The
Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
and
the shares of Warrant Stock to be issued upon exercise hereof are being acquired
solely for the Holder’s own account and not as a nominee for any other party,
and for investment, and that the Holder will not offer, sell or otherwise
dispose of this Warrant or any shares of Warrant Stock to be issued upon
exercise hereof except pursuant to an effective registration statement, or
an
exemption from registration, under the Securities Act and any applicable state
securities laws.
(ii) All
certificates representing shares of Warrant Stock issued upon exercise hereof
shall be stamped or imprinted with a legend in substantially the following
form:
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT
IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS.
THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A REGISTRATION
RIGHTS AGREEMENT, AND ANY TRANSFEREE OF SUCH SECURITIES SHALL BE BOUND BY THE
PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE WITH, AND AVAILABLE
FROM, THE SECRETARY OF NEPHROS, INC.
3
(g) Accredited
Investor.
In no
event may the Holder exercise this Warrant in whole or in part unless the Holder
is an “accredited investor” as defined in Regulation D under the Securities Act.
3. Stock
Fully Paid; Reservation and Listing of Shares; Covenants.
(a) Reservation
of Shares; Etc.
The
Company shall at all times reserve and keep available, out of its authorized
and
unissued shares of Common Stock, solely for the purpose of effecting the
exercise of this Warrant, such number of shares of its Common Stock free of
preemptive rights as shall be sufficient to effect the exercise of this Warrant.
The Company shall use its reasonable best efforts from time to time, in
accordance with the laws of the State of Delaware, to increase the authorized
number of shares of Common Stock if at any time the number of shares of Common
Stock not outstanding shall not be sufficient to permit the exercise of this
Warrant.
(b) Payment
of Taxes.
The
Company shall pay any and all issue or other taxes (other than income taxes)
that may be payable in respect of any issue or delivery of shares of Warrant
Stock on exercise of the Warrant. The Company shall not, however, be required
to
pay any tax which may be payable in respect of any transfer involved in the
issue or delivery of Warrant Stock (or other securities or assets) in a name
other than that in which Warrant was registered, and no such issue or delivery
shall be made unless and until the person requesting such issue has paid to
the
Company the amount of such tax or has established, to the satisfaction of the
Company, that such tax has been paid.
(c) Loss,
Theft, Destruction of Warrants.
Upon
receipt of evidence satisfactory to the Company of the ownership of and the
loss, theft, destruction or mutilation of any Warrant and, in the case of any
such loss, theft or destruction, upon receipt of indemnity or security
satisfactory to the Company or, in the case of any such mutilation, upon
surrender and cancellation of such Warrant, the Company will make and deliver,
in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant
of
like tenor and representing the right to purchase the same number of shares
of
Common Stock.
4. Adjustment
of Warrant Price.
The
price at which such shares of Warrant Stock may be purchased upon exercise
of
this Warrant shall be subject to adjustment from time to time as set forth
in
this Section 4. The Company shall give the Holder notice of any event described
below which requires an adjustment pursuant to this Section 4 in accordance
with
the notice provisions set forth in Section 5.
(a) Change
of Shares Adjustments.
In the
event the Company shall, at any time or from time to time after the date hereof
(i) issue any shares of Common Stock as a stock dividend to the holders of
Common Stock or (ii) subdivide or combine the outstanding shares of Common
Stock
into a greater or lesser number of shares (any such issuance, subdivision or
combination being herein called a “Change
of Shares”),
then
(1) the number of shares of Common Stock for which this Warrant is exercisable
immediately after the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock which a record holder of the same number
of
shares of Common Stock for which this Warrant is exercisable immediately prior
to the occurrence of such event would own or be entitled to receive after the
happening of such event, and (2) the Warrant Price in effect immediately prior
to the occurrence
4
of
such
event shall be adjusted to equal (A) the Warrant Price in effect immediately
prior to the occurrence of such event multiplied by the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to the
adjustment divided by (B) the number of shares of Common Stock for which this
Warrant is exercisable immediately after such adjustment.
(b) Fractional
Interests.
In
computing ad-justments under this Section 4, fractional interests in Common
Stock shall be taken into account to the near-est one one-hundredth
(1/100th)
of a
share.
(c) When
Adjustment Not Required.
If the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend or distribution or subscription or
purchase rights and shall, thereafter and before the distribution to
stockholders thereof, legally abandon its plan to pay or deliver such dividend,
distribution, subscription or purchase rights, then thereafter no adjustment
shall be required by reason of the taking of such record and any such adjustment
previously made in respect thereof shall be rescinded and annulled.
(d) Form
of Warrant after Adjustments.
The
form of this Warrant need not be changed because of any adjustments in the
Warrant Price or the number and kind of Securities purchasable upon the exercise
of this Warrant.
(e) Prior
Notice of Certain Events.
In
case:
(i) the
Company shall declare any dividend (or any other distribution);
(ii) the
Company shall authorize the granting to the holders of Common Stock of rights
or
warrants to subscribe for or purchase any shares of stock of any class or of
any
other rights or warrants;
(iii) of
any
reclassification of Common Stock (other than a subdivision or combination of
the
outstanding Common Stock, or a change in par value, or from par value to no
par
value, or from no par value to par value);
(iv) of
any
consolidation or merger to which the Company is a party and for which approval
of any stockholders of the Company shall be required, or of the sale or transfer
of all or substantially all of the assets of the Company or of any compulsory
share exchange whereby the Common Stock is converted into other securities,
cash
or other property; or
(v) of
any
Liquidation Event (as defined in the Notes);
then
the
Company shall cause to be mailed to the Registered Holders, at their last
addresses as they shall appear upon the stock transfer books of the Company,
at
least ten days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record (if any) is to be taken for the purpose
of such dividend. distribution or granting of rights or warrants or, if a record
is not to be taken, the date as of which the holders of Common Stock of record
to be entitled to such dividend, distribution, rights or warrants are to be
determined and a description of the cash, securities or other property to be
received by such holders upon such dividend, distribution or granting of rights
or warrants or (y) the date on which such reclassification,
5
consolidation,
merger, sale, transfer, share exchange or Liquidation Event is expected to
become effective, the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock
for
securities or other property deliverable upon such exchange or Liquidation
Event
and the consideration, including securities or other property, to be received
by
such holders upon such exchange; provided,
however,
that no
failure to mail such notice or any defect therein or in the mailing thereof
shall affect the validity of the corporate action required to be specified
in
such notice.
5. Notice
of Adjustments.
Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant
to
Section 4 hereof (for purposes of this Section 5, each an “adjustment”), the
Company shall cause its Chief Financial Officer to prepare and execute a
certificate setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board made
any
determination hereunder), and the Warrant Price and Warrant Share Number after
giving effect to such adjustment, and shall cause copies of such certificate
to
be delivered to the Holder of this Warrant promptly after each adjustment.
Such
certificate shall be binding and conclusive absent manifest error.
6. Fractional
Shares.
No
fractional shares or scrip representing fractional shares of Warrant Stock
shall
be issued upon conversion of this Warrant. If more than one certificate
evidencing Warrants shall be surrendered for conversion at one time by the
same
Holder, the number of full shares issuable upon conversion thereof shall be
computed on the basis of the aggregate principal amount of the Warrants so
surrendered. Instead of any fractional share of Warrant Stock which would
otherwise be issuable upon conversion of this Warrant (or of such aggregate
number of Warrants), the Company may elect, in its sole discretion,
independently for each Holder, whether such number of shares of Warrant Stock
will be rounded to the nearest whole share (with a .5 of a share rounded upward)
or whether such Holder will be given cash, in lieu of any fractional share,
in
an amount equal to the same fraction of the Per Share Market Value as of the
close of business on the day of conversion.
7. Definitions.
For the
purposes of this Warrant, the following terms have the following
meanings:
“Board”
shall
mean the Board of Directors of the Company.
“Capital
Stock”
means
and includes (i) any and all shares, interests, participations or other
equivalents of or interests in (however designated) corporate stock, including,
without limitation, shares of preferred or preference stock, (ii) all
partnership interests (whether general or limited) in any Person which is a
partnership, (iii) all membership interests or limited liability company
interests in any limited liability company, and (iv) all equity or ownership
interests in any Person of any other type.
“Common
Stock”
means
the Common Stock, par value $.001 per share, of the Company and any other
Capital Stock into which such stock may hereafter be changed.
“Governmental
Authority”
means
any governmental, regulatory or self-regulatory entity, department, body,
official, authority, commission, board, agency or instrumentality, whether
federal, state or local, and whether domestic or foreign.
6
“Nasdaq”
means
the Nasdaq National Market or the Nasdaq Capital Market.
“Noteholders”
means
the holders of the 6% Secured Convertible Notes due 2012 issued by the Company
pursuant to the Subscription Agreement.
“OTC
Bulletin Board”
means
the over-the-counter electronic bulletin board.
“Other
Common”
means
any other Capital Stock of the Company of any class which shall be authorized
at
any time after the date of this Warrant (other than Common Stock) and which
shall have the right to participate in the distribution of earnings and assets
of the Company without limitation as to amount.
“Person”
means
an individual, corporation, limited liability company, partnership, joint stock
company, trust, unincorporated organization, joint venture, Governmental
Authority or other entity of whatever nature.
“Per
Share Market Value”
means
on any particular date (a) the closing bid price per share of the Common Stock
on such date on Nasdaq
or
another registered national stock exchange on which the Common Stock is then
listed, or if there is no such price on such date, then the closing bid price
on
such exchange or quotation system on the date nearest preceding such date,
or
(b) if the Common Stock is not listed then on Nasdaq or any registered national
stock exchange, the closing bid price for a share of Common Stock in the
over-the-counter market, as reported by the OTC Bulletin Board or in the
National Quotation Bureau Incorporated (or similar organization or agency
succeeding to its functions of reporting prices) at the close of business on
such date, or (c) if the Common Stock is not then reported by the OTC Bulletin
Board or the National Quotation Bureau Incorporated (or similar organization
or
agency succeeding to its functions of reporting prices), then the average of
the
“Pink Sheet” quotes for the five days preceding such date of determination, or
(d) if the Common Stock is not then publicly traded the fair market value of
a
share of Common Stock as determined by the Board, whose determination shall
be
final and binding, absent manifest error; and provided,
further
that all
determinations of the Per Share Market Value shall be appropriately adjusted
for
any stock dividends, stock splits or other similar transactions during such
period.
“Securities”
means
any debt or equity securities of the Company, whether now or hereafter
authorized, any instrument convertible into or exchangeable for Securities
or a
Security, and any option, warrant or other right to purchase or acquire any
Security. “Security” means one of the Securities.
“Securities
Act”
means
the Securities Act of 1933, as amended, or any similar federal statute then
in
effect.
“Subscription
Agreements”
means
the Subscription Agreements dated as of June __, 2006, among the Company and
the
Noteholders.
“Term”
has
the
meaning specified in Section 1 hereof.
“Warrants”
means
the Warrants issued pursuant to the Notes, including, without limitation, this
Warrant, and any other warrants of like tenor issued in substitution or
7
exchange
for any thereof pursuant to the provisions hereof or of any of such other
Warrants.
“Warrant
Price”
initially means U.S. $0.01, as such price may be adjusted from time to time
as
shall result from the adjustments specified in this Warrant, including Section
4
hereto.
“Warrant
Share Number”
means
at any time the aggregate number of shares of Warrant Stock which may at such
time be purchased upon exercise of this Warrant, after giving effect to all
prior adjustments and increases to such number made or required to be made
under
the terms hereof.
“Warrant
Stock”
means
Common Stock issuable upon exercise of any Warrant or Warrants or otherwise
issuable pursuant to any Warrant or Warrants.
8. Miscellaneous
(a) This
Warrant may be amended only by mutual written agreement of the Company and
the
Holder or, if such amendment shall apply to all outstanding Warrants, with
the
written consent of the Company and the Secured Party (as defined in the Notes).
Furthermore, the Company may take any action herein prohibited or omit to take
any action herein required to be performed by it, and any breach of any
covenant, agreement, warranty or representation may be waived, if the Company
has obtained the written consent or waiver of the Holder or, if such consent
or
waiver shall apply to all outstanding Warrants, the Secured Party. Any
amendments approved in compliance with this Section 8 shall bind the Holder’s
successors and assigns.
(b) This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York, without giving effect to principles governing conflicts
of
law that would defer to the substantive law of another
jurisdiction.
(c) Notice.
Any
notice or other communication required or permitted to be given hereunder shall
be in writing and shall be mailed by certified mail, return receipt requested,
or by Federal Express, Express Mail or similar guaranteed overnight delivery
or
courier service or delivered in person against receipt to the party to whom
it
is to be given,
(i)
if
to the
Company,
Nephros,
Inc.
0000
Xxxxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn:
President
(ii)
with
a
copy to,
Xxxxxx
Xxxxx Xxxxxxxx & Xxxxxxx LLP
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Xxxxxx X. Xxxxxxxx, Esq.
8
|
(iii)
|
if
to the Holder, at the address set forth on the Company’s
records,
|
or
in
either case, to such other address as the party shall have furnished in writing
in accordance with the provisions of this Section 8(c). Any notice given by
means permitted by this Section 8(c) shall be deemed given at the time of
receipt thereof at the address specified in this Section 8(c).
(d) Interpretation.
If any
term or provision of this Warrant shall be held invalid, illegal or
unenforceable, the validity of all other terms and provisions hereof shall
in no
way be affected thereby.
(e) Successors
and Assigns.
Subject
to the restrictions on transfer contained herein, this Warrant shall be binding
upon the Company and its successors and assigns and shall inure to the benefit
of the Holder and its successors and registered assigns.
(f) Assignment
by the Company.
Neither
this Warrant nor any of the rights, interests or obligations hereunder may
be
assigned, by operation of law or otherwise, in whole or in part, by the Company
without the prior written consent of the Holder.
(g) Saturdays,
Sundays, Holidays.
If any
date that may at any time be specified in this Note as a date for the taking
of
any action under this Warrant shall fall on Saturday, Sunday or on a day which
in New York shall be a legal holiday, then the date for the making of that
payment shall be the next subsequent day which is not a Saturday, Sunday or
legal holiday.
9. Registration
Rights.
The
Holder of this Warrant is entitled to the benefit of certain registration rights
with respect to the shares of Warrant Stock issuable upon the exercise of this
Warrant pursuant to that certain Registration Rights Agreement by and among
the
Company and Persons listed on Schedule I thereto (the “Registration
Rights Agreement”)
and
the registration rights with respect to the shares of Warrant Stock issuable
upon the exercise of this Warrant by any subsequent Holder may only be assigned
in accordance with the terms and provisions of the Registrations Rights
Agreement.
10. Headings.
The
headings of the Sections of this Warrant are for convenience of reference only
and shall not, for any purpose, be deemed a part of this Warrant.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
9
IN
WITNESS WHEREOF, the Company has executed this Warrant as of the day and year
first above written.
NEPHROS,
INC.
By:______________________________
Name:
Title:
10
EXERCISE
FORM
NEPHROS,
INC.
The
undersigned _______________, pursuant to the provisions of the within Warrant,
hereby elects to purchase _____ shares of Common Stock of Nephros, Inc. covered
by the within Warrant.
Dated:
_________________ Signature
___________________________
Address
___________________________
___________________________
The
Holder shall pay the sum of $________ to the Company in accordance with the
terms of the Warrant.
ASSIGNMENT
FOR
VALUE
RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and
does
irrevocably constitute and appoint _____________, attorney, to transfer the
said
Warrant on the books of the within named corporation.
Dated:
_________________ Signature
___________________________
Address
___________________________
___________________________
PARTIAL
ASSIGNMENT
FOR
VALUE
RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named
corporation.
Dated:
_________________ Signature
___________________________
Address
___________________________
___________________________
FOR
USE
BY THE ISSUER ONLY:
This
Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock
in
the name of _______________.
