REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2013 • Nephros Inc • Surgical & medical instruments & apparatus • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 12, 2013, by and between NEPHROS, INC., a Delaware corporation (the “Company”), and LAMBDA INVESTORS LLC (“Lambda”).
SECURITY AGREEMENT by and between NEPHROS, INC. And LAMBDA INVESTORS LLC dated as of November 12, 2013Security Agreement • November 14th, 2013 • Nephros Inc • Surgical & medical instruments & apparatus • Delaware
This SECURITY AGREEMENT, dated as of November 12, 2013 (as amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is by and between Nephros, Inc., a Delaware corporation (the “Company”), and LAMBDA INVESTORS LLC (together with any assignees of the Promissory Note (as defined below) from time to time and their respective successors, the “Lender”).
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. NEPHROS, INC. Senior Secured Note Due: May...Senior Secured Note • November 14th, 2013 • Nephros Inc • Surgical & medical instruments & apparatus • Delaware
Nephros, Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to the order of LAMBDA INVESTORS LLC (the “Lender”) or its registered assigns, the principal sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS And No Cents ($1,500,000) on or before May 12, 2014, and to pay interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from the date hereof on the unpaid principal amount hereof at the rate of 12% per annum (but in no event in excess of the maximum non-usurious rate of interest permitted under applicable law), payable at the time the principal amount hereof shall have become due and payable, whether at maturity or by acceleration or otherwise, and thereafter at the rate of 16% per annum on any overdue principal amount and (to the extent permitted by applicable law) on any overdue interest until paid (but in no event in excess of the maximum non-usurious rate of interest permitted under applicable law).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 14th, 2013 • Nephros Inc • Surgical & medical instruments & apparatus • Delaware
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (together with all amendments, if any, from time to time, this “Agreement”), dated as of November 12, 2013, is made by Nephros, Inc., a Delaware corporation (“Grantor”), and Lambda Investors LLC (“Lender”).
