1. Southpaw Asset Management LP, a Delaware limited partnership ("Southpaw
Management"), Southpaw Holdings LLC, a Delaware limited liability company
("Southpaw Holdings"), Xxxxx Xxxxx, a citizen of the United States, and Xxxxxx
Xxxxxx, a citizen of the United States, may be deemed to own beneficially and
indirectly the shares of common stock, par value $0.001 per share ("Common
Stock"), of Nephros, Inc. (the "Company"),beneficially owned by (i) Southpaw
Credit Opportunity Master Fund LP, a Cayman Islands limited partnership (the
"Fund"; and together with Southpaw Management, Southpaw Holdings, Xxxxx Xxxxx
and Xxxxxx Xxxxxx, collectively, the "Reporting Persons"), which sold 393,540
shares of Common Stock and now beneficially owns 450,722 shares of Common Stock,
and (ii) a separate managed account managed by Southpaw Management (the "Managed
Account"), which sold 34,060 shares of Common Stock and now beneficially owns
39,008 shares of Common Stock. Southpaw Management is the investment manager of
the Fund and the Managed Account and, in such capacities, may be deemed to
beneficially own the shares of Common Stock and Warrants reported herein which
are deemed beneficially owned by the Fund and the Managed Account. Southpaw
Management disclaims beneficial ownership of the shares of Common Stock and
Warrants reported herein except to the extent of its pecuniary interest therein.
Southpaw Holdings serves as the general partner of Southpaw Management, and, in
such capacity, may be deemed to beneficially own the shares of Common Stock
reported herein which may be deemed beneficially owned by Southpaw Management.
Southpaw Holdings disclaims beneficial ownership of the shares of Common Stock
and Warrants reported herein except to the extent of its pecuniary interest
therein. Xx. Xxxxx and Xx. Xxxxxx are investment advisors of the Fund and
managers of Southpaw Management, and, in such capacities, may be deemed to
beneficially own the shares of Common Stock reported herein which may be deemed
beneficially owned by Southpaw Management. Xx. Xxxxx and Xx. Xxxxxx disclaim
beneficial ownership of the shares of Common Stock reported herein except to the
extent of their pecuniary interest therein.
SOUTHPAW CREDIT OPPORTUNITY MASTER FUND LP
BY: SOUTHPAW GP LLC,
ITS GENERAL PARTNER
BY: /S/ XXXXX XXXXX
-------------------
NAME: XXXXX XXXXX
TITLE: MANAGING MEMBER
SOUTHPAW ASSET MANAGEMENT LP
BY: SOUTHPAW HOLDINGS LLC,
ITS GENERAL PARTNER
BY: /S/ XXXXX XXXXX
-------------------
NAME: XXXXX XXXXX
TITLE: MANAGING MEMBER
SOUTHPAW HOLDINGS, LLC
BY: /S/ XXXXX XXXXX
-------------------
NAME: XXXXX XXXXX
TITLE: MANAGING MEMBER
/S/ XXXXX XXXXX
-------------------
XXXXX XXXXX
/S/ XXXXXX XXXXXX
----------------------
XXXXXX XXXXXX
