Attached files
file | filename |
---|---|
S-1 - NEPHROS INC | v197780_s1.htm |
EX-5.1 - NEPHROS INC | v197780_ex5-1.htm |
EX-99.3 - NEPHROS INC | v197780_ex99-3.htm |
EX-99.2 - NEPHROS INC | v197780_ex99-2.htm |
EX-99.5 - NEPHROS INC | v197780_ex99-5.htm |
EX-99.1 - NEPHROS INC | v197780_ex99-1.htm |
EX-99.4 - NEPHROS INC | v197780_ex99-4.htm |
EX-10.57 - NEPHROS INC | v197780_ex10-57.htm |
EX-10.56 - NEPHROS INC | v197780_ex10-56.htm |
EX-99.6 - NEPHROS INC | v197780_ex99-6.htm |
EX-99.7 - NEPHROS INC | v197780_ex99-7.htm |
EX-23.1 - NEPHROS INC | v197780_ex23-1.htm |
Exhibit
4.11
Certificate
No._____
|
No.
of Rights _____
|
CUSIP
__________
|
THE TERMS
AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS
DATED [•], 2010 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY
REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM
MORROW & CO., LLC, THE INFORMATION AGENT.
NEPHROS,
INC.
(Incorporated
under the laws of the State of Delaware)
NON-TRANSFERRABLE
SUBSCRIPTION RIGHTS CERTIFICATE
Evidencing
Subscription Rights, each to Purchase 4.185496618 Units, each Unit consisting of
One Share of Common Stock and a Warrant to Purchase 0.924532845 Shares of Common
Stock of Nephros, Inc.
Subscription
Price: $0.02 per Unit
THE
SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN
TIME, ON [•], 2010, UNLESS EXTENDED BY THE COMPANY.
THIS
CERTIFIES THAT
the
registered owner whose name is inscribed hereon is the owner of the number of
non-transferrable subscription rights (“Rights”) set forth on the face of this
certificate. Each whole Right entitles the holder thereof to
subscribe for and purchase 4.185496618 Units (the “Units”), each consisting of
one share of common stock, with a par value of $0.001 per share, and a warrant
to purchase 0.924532845 shares of common stock of Nephros, Inc., a Delaware
corporation (the “Company”), at a subscription price of $0.02 per Unit (the
“Basic Subscription Privilege”), pursuant to a rights offering (the “Rights
Offering”), on the terms and subject to the conditions set forth in the
Prospectus and the “Instructions for Use of Subscription Rights Certificates”
accompanying this Subscription Rights Certificate. The Rights
represented by this Subscription Rights Certificate expire at 5:00 p.m., Eastern
Time, on [•], 2010, unless
extended. If any Units available for purchase in the Rights Offering are not
purchased by other holders of Rights pursuant to the exercise of their Basic
Subscription Privilege (the “Available Units”), any Rights holder that exercises
its Basic Subscription Privilege in full may subscribe for a number of Available
Units pursuant to the terms and conditions of the Rights Offering, subject to
proration, as described in the Prospectus (the “Over-Subscription
Privilege”). The Rights represented by this Subscription Rights
Certificate may be exercised by completing the Form of Election to Purchase on
the reverse side hereof and by returning the full payment of the subscription
price for each Unit in accordance with the “Instructions for Use of Subscription
Rights Certificates” that accompanies this Subscription Rights
Certificate.
This
Subscription Rights Certificate is not valid unless countersigned by the
transfer agent and registered by the registrar.
WITNESS
the facsimile signatures of two duly authorized officers of Nephros,
Inc.
________________________________________
|
________________________________________
|
|
Acting
Chief Executive Officer
|
Chief
Financial Officer
|
COUNTERSIGNED AND REGISTERED
|
||
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
|
||
BY:
|
_________________________________________
|
|
as
TRANSFER AGENT AND REGISTRAR
|
||
DATED:
[•], 2010
|
DELIVERY
OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE
Delivery
other than in the manner or to the address listed below will not constitute
valid delivery.
If delivery by hand, mail,
or overnight courier:
Continental
Stock Transfer & Trust Company
17
Battery Place, 8th
Floor
New York,
NY 10004
(212)
509-4000, ext. 536
PLEASE
PRINT ALL INFORMATION CLEARLY AND LEGIBLY.
FORM
1 – EXERCISE OF SUBSCRIPTION RIGHTS
To
subscribe for Units pursuant to your Basic Subscription Privilege, please
complete lines (a) and (c) and sign under Form 3 below. To
subscribe for Units pursuant to your Over-Subscription Privilege, please
also complete line (b) and sign under Form 3 below. To the
extent you subscribe for more Units than you are entitled under either the
Basic Subscription Privilege or the Over-Subscription Privilege, you will
be deemed to have elected to purchase the maximum number of shares for
which you are entitled to subscribe under the Basic Subscription Privilege
or Over-Subscription Privilege, as applicable.
(a)
EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE:
I
subscribe for ___________
Units
×
$0.02
=
$______________
(no.
of
Units) (Subscription
Price) (Payment)
(b)
EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE:
If you have
exercised your Basic Subscription Privilege in full and wish to subscribe
for
additional Available Units
pursuant to your Over-Subscription
Privilege:
I subscribe for ___________ Available Units ×
$0.02
=
$______________
(no.
of
Units) (Subscription
Price) (Payment)
(c)
TOTAL AMOUNT OF PAYMENT
ENCLOSED: $___________________
|
FORM
2 – DELIVERY TO DIFFERENT ADDRESS
If
you wish for the Units underlying your subscription right or a certificate
represented unexercised subscription rights to be delivered to an address
different from that shown on the face of this Subscription Rights
Certificate, please enter the alternate address below, sign under Form 3
and have your signature guaranteed under Form 4.
____________________________________________
____________________________________________
____________________________________________
FORM
3 – SIGNATURE
TO
SUBSCRIBE: I acknowledge that I have received the Prospectus for this
Rights Offering and I hereby irrevocably subscribe for the number of Units
indicated above on the terms and conditions specified in the Prospectus
and the “Instructions for Use of Subscription Rights Certificates”
accompanying this Subscription Rights Certificate..
Signature(s): __________________________________________________________________
IMPORTANT:
The signature(s) must correspond to the name(s) as printed on the reverse
of this Subscription Rights Certificate in every particular, without
alteration or enlargement, or any other change
whatsoever.
|
|
METHOD
OF PAYMENT (CHECK ONE)
o
Check drawn on a U.S. bank payable to
“Continental Stock Transfer &
Trust
Company
(acting
as
subscription
agent
for Nephros, Inc.).” Funds
paid by a personal check may take
at least
five business days to clear.
o
U.S. Postal money order payable to
“Continental Stock Transfer & Trust
Company
(acting
as
subscription
agent
for Nephros, Inc.).”
o Wire
transfer of immediately available funds directly to the account
maintained
by
Continental
Stock
Transfer
& Trust Company
as agent for Neptros, Inc., for purposes of
accepting subscriptions in the Rights Offering,
at JPMorgan Chase, ABA
#021-000021,
Account
#475-508351 FBO Nephros, Inc. Subscription, with reference
to the Rights holder’s
name.
|
FORM
4 – SIGNATURE GUARANTEE
This
form must be completed if you have completed any portion of Form
2.
Signature
Guaranteed:
___________________________________________________
(Name
of Bank or Firm)
By:
___________________________________________
(Signature
of Officer)
IMPORTANT:
The signature(s) should be guaranteed by an eligible guarantor institution
(bank, stock broker, savings & loan association or credit union) with
membership in an approved signature guarantee medallion program pursuant
to Securities and Exchange Commission Rule
17Ad-15.
|
FOR
ADDITIONAL INSTRUCTIONS ON THE USE OF NEPHROS, INC. SUBSCRIPTION RIGHTS
CERTIFICATES, CONSULT MORROW & CO., LLC, THE INFORMATION AGENT, AT (800)
414-4313.