NEPHROS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • September 25th, 2007 • Nephros Inc • Surgical & medical instruments & apparatus • New York
ContractNote • September 25th, 2007 • Nephros Inc • Surgical & medical instruments & apparatus • New York
THIS NOTE IS SUBJECT TO THE TERMS OF AN EXCHANGE AGREEMENT, A COPY OF WHICH IS ON FILE WITH, AND AVAILABLE FROM, THE SECRETARY OF NEPHROS, INC.
EXCHANGE AGREEMENTExchange Agreement • September 25th, 2007 • Nephros Inc • Surgical & medical instruments & apparatus • New York
This Exchange Agreement (this “Agreement”) is dated as of September 19, 2007, by and among Nephros, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s 6% Secured Convertible Notes due 2012 the (“Old Notes”) whose signatures appear on the signature page attached hereto (the “Holders”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • September 25th, 2007 • Nephros Inc • Surgical & medical instruments & apparatus • New York
This Separation Agreement and Release (this “Agreement”), dated as of September 19, 2007, is made and entered into by and between William J. Fox and Nephros, Inc.
ContractPlacement Agent Warrant • September 25th, 2007 • Nephros Inc • Surgical & medical instruments & apparatus • New York
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.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 25th, 2007 • Nephros Inc • Surgical & medical instruments & apparatus • Delaware
This INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of September 19, 2007, is entered into by and among NEPHROS, INC., a Delaware corporation (the “Company”), LAMBDA INVESTORS LLC, a Delaware limited liability company (“Lambda”), and the other parties named on the signature pages to this Agreement or who subsequently become a party to this Agreement in accordance with the terms hereof (collectively, the “Covered Holders”).
Nephros, Inc.Subscription Agreement • September 25th, 2007 • Nephros Inc • Surgical & medical instruments & apparatus • New York
Reference is made to the transactions contemplated in those several Subscription Agreements (each a “Subscription Agreement”) by and among Nephros, Inc., a Delaware corporation, (the “Company”) and each subscriber a party thereto (the “Buyers”) pursuant to which Series A 10% Secured Convertible Notes due 2008 (collectively, the “Securities”) are being sold to the Buyers in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (“1933 Act”) and Regulation D promulgated by the Securities and Exchange Commission (the “SEC”) under the 1933 Act. Reference is also made to that certain corporate finance engagement letter agreement dated June 8, 2007, as amended (the “Engagement Agreement”) by and between the Company, National Securities Corporation (“NSC”) and Dinosaur Securities LLC (“Dinosaur”) pursuant to which the Company engaged NSC and Dinosaur with respect to a proposed capital transaction, which has resulted in the f
ContractSubscription Agreement • September 25th, 2007 • Nephros Inc • Surgical & medical instruments & apparatus • New York
THIS NOTE IS SUBJECT TO THE TERMS OF A SUBSCRIPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH, AND AVAILABLE FROM, THE SECRETARY OF NEPHROS, INC.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 25th, 2007 • Nephros Inc • Surgical & medical instruments & apparatus • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 19, 2007, among NEPHROS, INC., a Delaware corporation (the “Company”), and holders of securities of the Company listed as Investors on Schedule 1 attached hereto (collectively, the “Holders”).
THE TERMS OF THIS WARRANT ARE SUBJECT TO THE TERMS OF A SUBSCRIPTION AGREEMENT AND ANY TRANSFEREE OF SUCH SECURITIES SHALL BE BOUND BY THE PROVISIONS OF SAID AGREEMENT, COPIES OF WHICH ARE ON FILE WITH, AND AVAILABLE FROM, THE SECRETARY OF NEPHROS, INC.Warrant Agreement • September 25th, 2007 • Nephros Inc • Surgical & medical instruments & apparatus • New York
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.
