NEPHROS, INC.Nephros Inc • November 8th, 2010 • Surgical & medical instruments & apparatus
THIS CERTIFIES THAT, for value received ____________________________________________________ is the registered holder of a warrant or warrants expiring [•] (the “Warrant”) to purchase 0.924532845 fully paid and non-assessable shares of Common Stock, $0.001 par value (“Shares”), of Nephros, Inc., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on [•], such number of Shares of the Company at the price of $0.02 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price (as defined below) at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company (the “Warrant Agent”), but only subject to the terms and conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent (as may be amended from time to time, the “Warrant Agreement”). In no event will the Company be required to
WARRANT AGREEMENTWarrant Agreement • November 8th, 2010 • Nephros Inc • Surgical & medical instruments & apparatus • New York
Agreement made as of [•], 2010 between Nephros, Inc., a Delaware corporation, with offices at 41 Grand Avenue, River Edge, New Jersey 07661 (together with its successors and permitted assigns under Section 8.11, “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, 8th Floor, New York, New York 10004 (together with its successors and permitted assigns under Section 7.2, “Warrant Agent”).
