THIS WARRANT
AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED
FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE
SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT
BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED
IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF
COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION
IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE
WITH RULE 144 UNDER THE ACT.
NEPHROS,
INC.
Warrant for the Purchase of
Shares of
Common
Stock
FOR VALUE
RECEIVED, NEPHROS, INC., a Delaware corporation (the "
Company "), hereby certifies that _________________, its
designee or its permitted assigns is entitled to purchase from the
Company, at any time or from time to time commencing on July 24,
2009 and prior to 5:00 P.M., New York City time, on July 24, 2014
(the “Exercise Period” ), ___________ fully paid
and non-assessable shares of common stock of the Company for a
purchase price per share of $1.12. Hereinafter, (i) said
common stock of the Company, is referred to as the " Common
Stock "; (ii) the shares of the Common Stock (subject to
adjustment as set forth herein) purchasable hereunder or under any
other Warrant (as hereinafter defined) are referred to as the "
Warrant Shares "; (iii) the aggregate purchase price payable
for the Warrant Shares purchasable hereunder is referred to as the
" Aggregate Warrant Price "; (iv) the price payable for each
of the Warrant Shares hereunder is referred to as the " Per
Share Warrant Price "; (v) this Warrant, all similar Warrants
issued in the private offering of Common Stock to which
this Warrant relates and all warrants hereafter issued in exchange
or substitution for this Warrant or such similar Warrants are
referred to as the " Warrants "; and (vi) the holder of this
Warrant is referred to as the " Holder " and the holders of
this Warrant and all other Warrants and Warrant Shares issued in
the private offering of Common Stock to which this
Warrant relates are referred to as the " Holders " and
Holders of more than fifty percent (50%) of the Warrant Shares then
issuable upon exercise of then outstanding Warrants are referred to
as the " Majority of the Holders ".
1.
Exercise of Warrant .
(a) This
Warrant may be exercised in whole at any time, or in part from time
to time, by the Holder during the Exercise Period by the surrender
of this Warrant (with the subscription form at the end hereof duly
executed) at the address set forth in subsection 8(a) hereof,
together with proper payment of the Aggregate Warrant Price, or the
proportionate part thereof if this Warrant is exercised in part,
with payment for the Warrant Shares made by certified or official
bank check payable to the order of, or wire transfer of immediately
available funds to, the Company.
(b) If
this Warrant is exercised in part, this Warrant must be exercised
for a number of whole shares of the Common Stock and the Holder is
entitled to receive a new Warrant covering the Warrant Shares that
have not been exercised and setting forth the proportionate part of
the Aggregate Warrant Price applicable to such Warrant
Shares. Upon surrender of this Warrant in connection
with the exercise of this Warrant pursuant to the terms hereof, the
Company will (i) issue a certificate or certificates in the name of
the Holder for the largest number of whole shares of the Common
Stock to which the Holder shall be entitled upon such exercise and,
if this Warrant is exercised in whole, in lieu of any fractional
share of the Common Stock to which the Holder shall be entitled,
pay to the Holder cash in an amount equal to the fair value of such
fractional share (determined in such reasonable manner as the Board
of Directors of the Company shall determine), and (ii) deliver the
other securities and properties receivable upon the exercise of
this Warrant, or the proportionate part thereof, if this Warrant is
exercised in part, pursuant to the provisions of this
Warrant.
2.
Reservation of Warrant Shares; Listing . The Company
agrees that, prior to the expiration of this Warrant, the Company
shall at all times (a) have authorized and in reserve, and shall
keep available, solely for issuance and delivery upon the exercise
of this Warrant, the shares of the Common Stock and other
securities and properties as from time to time shall be receivable
upon the exercise of this Warrant, free and clear of all
restrictions on sale or transfer, other than under Federal or state
securities laws, and free and clear of all preemptive rights and
rights of first refusal and (b) if the Company hereafter lists its
Common Stock on any national securities exchange, use its
commercially reasonable efforts to keep the Warrant Shares
authorized for listing on such exchange upon notice of
issuance.
3.
Certain Adjustments .
(a) In
case the Company shall hereafter (i) pay a dividend or make a
distribution on its Common Stock in shares of Common Stock, (ii)
subdivide its outstanding shares of Common Stock into a greater
number of shares or (iii) combine or reverse-split its outstanding
shares of Common Stock into a smaller number of shares, then the
Per Share Warrant Price and the number of Warrant Shares shall
forthwith be proportionately decreased and increased, respectively,
in the case of a subdivision, distribution or stock dividend, or
proportionately increased and decreased, respectively, in the case
of a combination or reverse stock split. The Aggregate
Warrant Price payable for the then total number of Warrant Shares
available for exercise under this Warrant shall remain the
same. Adjustments made pursuant to this subsection 3(a)
shall become effective on the record date in the case of a dividend
or distribution, and shall become effective immediately after the
effective date in the case of a subdivision, combination or
reclassification. If such dividend, distribution,
subdivision or combination is not consummated in full, the Per
Share Warrant Price and Warrant Shares shall be readjusted
accordingly.
(b) In
case of any capital reorganization or reclassification, or any
consolidation or merger, or any sale, transfer or other disposition
of all or substantially all of its property, assets or shares to
which the Company is a party, the Holder of this Warrant
shall have the right thereafter to receive on the exercise of this
Warrant the kind and amount of securities, cash or other property
which the Holder would have owned or have been entitled to receive
immediately after such reorganization, reclassification,
consolidation, merger or reorganization had this Warrant been
exercised immediately prior to the effective date of such
transaction and in any such case, if necessary, appropriate
adjustment shall be made in the application of the provisions set
forth in this Section 3 with respect to the rights and interests
thereafter of the Holder of this Warrant to the end that the
provisions set forth in this Section 3 shall thereafter
correspondingly be made applicable, as nearly as may reasonably be,
in relation to any shares of stock or other securities or property
thereafter deliverable on the exercise of this
Warrant. The above provisions of this subsection 3(b)
shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers or other
dispositions. The Company shall require the issuer of
any shares of stock or other securities or property thereafter
deliverable on the exercise of this Warrant to be res
