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-99.5 - NEPHROS INC | v197780_ex99-5.htm |
| EX-99.1 - NEPHROS INC | v197780_ex99-1.htm |
| EX-4.11 - NEPHROS INC | v197780_ex4-11.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
99.2
NOTICE
OF GUARANTEED DELIVERY
for
SUBSCRIPTION
CERTIFICATES
Issued
by
NEPHROS,
INC.
This
form, or one substantially equivalent to this form, must be used to exercise
subscription rights pursuant to the rights offering described in the prospectus,
dated [•], 2010 (the “Prospectus”), of NEPHROS, INC., a Delaware corporation
(the “Company”), if a holder of subscription rights cannot deliver the
Subscription Certificate(s) evidencing the subscription rights (the
“Subscription Certificate(s)”) to the subscription agent listed below (the
“Subscription Agent”) at or prior to 5:00 p.m., Eastern Time, on [•], 2010
(as it may be extended or earlier terminated, the “Expiration Date”). The Notice
of Guaranteed Delivery must be sent by overnight courier or mail to the
Subscription Agent, and must be received by the Subscription Agent on or prior
to the Expiration Date. See “The Rights Offering—Guaranteed Delivery Procedures”
in the Prospectus. Each subscription right entitles the holder thereof to
purchase 4.185496618 Units (the “Units”) at a price of $0.02 per Unit (the
“Subscription Price”). Each Unit consists of one share of the
Company’s common stock, par value $0.001 per share (the “Common Stock”), and a
warrant to purchase 0.924532845 shares of Common Stock. To
exercise subscription rights, payment of the Subscription Price must be received
by the Subscription Agent in the manner specified in the Prospectus at or prior
to 5:00 p.m., Eastern Time, on the Expiration Date, even if the
Subscription Certificate evidencing such subscription rights is being delivered
pursuant to the procedure for guaranteed delivery thereof. The Subscription
Certificate evidencing such subscription rights must be received by the
Subscription Agent within three (3) business days after the date of
execution of this Notice of Guaranteed Delivery.
The Subscription Agent
is:
Continental
Stock Transfer & Trust Company
If delivering by
Hand/Mail/Overnight Courier:
Continental
Stock Transfer & Trust Company
17
Battery Place, 8th Floor
New York,
NY 10004
(212) 509-4000,
ext. 536
Delivery
of this instrument to an address other than as set forth above does not
constitute a valid delivery.
This
form is not to be used to guarantee signatures. If a signature on a Subscription
Certificate is required to be guaranteed by an Eligible Institution, as defined
in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, due to
special issuance or delivery instructions, such signature guarantee must appear
in the applicable space provided in the signature box of the Subscription
Certificate.
Ladies
and Gentlemen:
The
undersigned hereby represents that the undersigned is the holder of a
Subscription Certificate(s) representing
subscription rights and that such Subscription Certificate(s) cannot be
delivered to the Subscription Agent at or before 5:00 p.m., Eastern Time,
on the Expiration Date. Upon the terms and subject to the conditions set forth
in the Prospectus, receipt of which is hereby acknowledged, the undersigned
hereby elects to exercise (i) the Basic Subscription Privilege to subscribe
for
Units with respect to the subscription rights represented by such Subscription
Certificate(s) and (ii) the Over-Subscription Privilege relating to such
subscription rights, to the extent that Units that are not otherwise subscribed
for by other subscription rights holders pursuant to their exercise of Basic
Subscription Privileges are available therefor, for an aggregate of up to
Units, subject to availability and proration as described in the
Prospectus.
The
undersigned understands that payment of the Subscription Price for each Unit
subscribed for pursuant to the Basic Subscription Privilege and the
Over-subscription Privilege must be received by the Subscription Agent at or
before 5:00 p.m., Eastern Time, on the Expiration Date and represents that
such payment, in the aggregate amount of $ ,
either (check appropriate box):
|
o
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is
being delivered to the Subscription Agent herewith;
or
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o
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has been delivered separately to
the Subscription Agent; and
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is
or was delivered in the manner set forth below (check appropriate box and
complete information relating
thereto):
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o
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check
or bank draft payable to the Subscription Agent drawn on a U.S. bank;
or
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o
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U.S.
Postal money order payable to the Subscription Agent;
or
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o
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wire
transfer of immediately available funds directly to the account maintained
by the Subscription Agent as agent for Nephros,
Inc.
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name
of maker
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date
of check or wire transfer
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bank
on which check is drawn
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Signature(s):
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Address:
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Name(s):
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Telephone:
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(please
type or print)
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(including
area code)
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|||
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|||
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(please
type or print)
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(including
area code)
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Subscription
|
||||
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Certificate
No(s).
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|||
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(if
available):
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THE
GUARANTEE SET FORTH BELOW MUST BE COMPLETED
GUARANTEE
OF DELIVERY
(not to
be used for Subscription Certificate signature guarantee)
The
undersigned, a member firm of a registered national securities exchange or
member of the National Association of Securities Dealers, Inc., commercial
bank or trust company having an office or correspondent in the United States, or
other eligible guarantor institution which is a member of or a participant in a
signature guarantee program acceptable to the Subscription Agent, hereby
guarantees that within three (3) business days after the date set forth below,
the undersigned will deliver to Continental Stock Transfer & Trust
Company (the “Subscription Agent”) the Subscription Certificates representing
the subscription rights being exercised hereby, with any required signature
guarantees and any other required documents.
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Name
of Firm
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Authorized
Signature
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Address
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Name
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City,
State, Zip Code
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Title
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Area
Code and Telephone Number
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Date:
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The
institution which completes this form must communicate the guarantee to the
Subscription Agent and must deliver the Subscription Certificates to the
Subscription Agent within the time period shown herein. Failure to do so could
result in a financial loss to such institution.