FORM OF NEPHROS, INC. UNDERWRITING AGREEMENT 2,000,000 Shares of Common Stock (Par Value $.001 Per Share)Underwriting Agreement • September 16th, 2004 • Nephros Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
Nephros, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to The Shemano Group, Inc. (“Shemano” or the “Representative”) and National Securities Corporation (“National”, and collectively with Shemano, the “Underwriters”, unless the context is otherwise), pursuant to this underwriting agreement (the ”Agreement”), an aggregate of Two Million (2,000,000) shares of common stock of the Company, par value $.001 per share (the “Common Stock”), and to grant to the Representative, the option referred to in Section 2(c) hereof to purchase an aggregate of not more than an additional Three Hundred Thousand (300,000) shares of Common Stock, for the purpose of covering over-allotments, if requested by the Underwriters in accordance with Section 2(c) hereof. It is understood that the Underwriters propose to offer the “Shares” (as hereinafter defined) to be purchased hereunder to the public upon the terms and conditions set forth in the “Registration Statement” (as hereinafter
