Unassociated Document


    Exhibit
4.9

     

    
      
        
          	
                  NUMBER

                	
                  (SEE
      REVERSE SIDE FOR LEGEND)

                	
                  WARRANTS

                
	
                  _________

                	
                   

                  THIS
      WARRANT WILL BE VOID IF NOT EXERCISED

                  PRIOR
      TO 5:00 P.M. EASTERN TIME,

                  [•]

                	
                   ___________

                


        

      

    

     

    
      NEPHROS,
INC.

    

     

    CUSIP
_______________

    


    WARRANT

    
    

    THIS
CERTIFIES THAT, for value received
____________________________________________________ is the registered holder of
a warrant or warrants expiring [•] (the “Warrant”) to purchase 0.924532845 fully
paid and non-assessable shares of Common Stock, $0.001 par value
(“Shares”), of Nephros, Inc., a Delaware corporation (the “Company”), for each
Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder
thereof to purchase from the Company, commencing on [•], such number of Shares
of the Company at the price of $0.02 per share, upon surrender of this Warrant
Certificate and payment of the Warrant Price (as defined below) at the office or
agency of the Warrant Agent, Continental Stock Transfer & Trust Company (the
“Warrant Agent”), but only subject to the terms and conditions set forth herein
and in the Warrant Agreement between the Company and the Warrant Agent (as may
be amended from time to time, the “Warrant Agreement”). In no event will the
Company be required to settle the Warrant for cash. The Warrant Agreement
provides that upon the occurrence of certain events the Warrant Price and the
number of Shares purchasable hereunder, set forth on the face hereof, may,
subject to certain terms and conditions, be adjusted. The term “Warrant
Price” as used in this Warrant Certificate refers to the price per Share at
which Shares may be purchased at the time the Warrant is exercised.

     

    
            
THE WARRANT WILL NOT BE EXERCISABLE AND THE COMPANY WILL NOT BE OBLIGATED TO
ISSUE ANY SHARES UNLESS AT THE TIME THE HOLDER HEREOF SEEKS TO EXERCISE THE
WARRANT THE COMPANY HAS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, AS AMENDED, IN EFFECT COVERING THE SHARES ISSUABLE UPON THE EXERCISE OF
THE WARRANT AND A CURRENT PROSPECTUS RELATING TO THE COMPANY’S COMMON
STOCK.

       

            
THE WARRANT WILL NOT BE EXERCISABLE AND THE COMPANY WILL NOT BE OBLIGATED TO
ISSUE ANY SHARES UNLESS THE SHARES ISSUABLE UPON SUCH EXERCISE HAVE BEEN
REGISTERED OR QUALIFIED OR DEEMED TO BE EXEMPT FROM REGISTRATION UNDER THE
SECURITIES LAWS OF THE STATE OF RESIDENCE OF THE HOLDER OF THE
WARRANT.

       
 No fraction of a Share will be
issued upon any exercise of a Warrant. If the holder of a Warrant would be
entitled to receive a fraction of a Share upon any exercise of a Warrant, the
Company shall, upon such exercise round down to the nearest whole number the
number of Shares to be issued to such holder.

     

    Upon any
exercise of the Warrant for less than the total number of full Shares provided
for herein, there shall be issued to the registered holder hereof or the
registered holder’s assignee a new Warrant Certificate covering the number of
Shares for which the Warrant has not been exercised.

     

    Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants.

    


    Upon due
presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental
charge.

     

    The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.

     

    This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.

    


    
      
        
          
            
              	
                      COUNTERSIGNED
      AND REGISTERED

                    	
                      NEPHROS,
      INC.

                    
	 
      	 
      
	
                      CONTINENTAL
      STOCK TRANSFER & TRUST

                    	
                      By:

                    	 
      
	
                      COMPANY

                    	
                      Acting
      Chief Executive Officer

                    
	 
      	 
      
	
                      By:

                    	  
      	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Secretary

                    


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION
FORM

     

    To Be
Executed by the Registered Holder in Order to Exercise Warrants

    


    The
undersigned Registered Holder irrevocably elects to exercise _________ Warrants
represented by this Warrant Certificate, and to purchase the shares of Common
Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of

     

    
      	 
      
	
              (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

            


    

    


    
      	 
      
	
              (SOCIAL
      SECURITY OR TAX IDENTIFICATION
NUMBER)

            


    

     

    
      	
              and
      be

              delivered
      to

            	 
      	 
      
	 
      	 
      	
              (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

            


    

     

    
      	 
      
	
              and,
      if such number of Warrants shall not be all the Warrants evidenced by this
      Warrant Certificate, that a new Warrant Certificate for the balance of
      such Warrants be registered in the name of, and delivered to, the
      Registered Holder at the address stated
below:

            


    

    


    
      	
              Dated:

            	 
      	 
      	 
      	 
      
	 
      	 
      	
              (SIGNATURE)

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (ADDRESS)

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (SOCIAL
      SECURITY OR TAX IDENTIFICATION
NUMBER)

            


    

    


    ASSIGNMENT

    To Be
Executed by the Registered Holder in Order to Assign Warrants

    


    For Value
Received, ____________________________ hereby sells, assigns, and transfers
unto

     

    
      	 
      
	
              (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

            
	 
      
	 
      


    

    (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

    
      	
              and
      be

              delivered
      to

            	 
      	 
      
	 
      	 
      	
              (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

            


    

     

    ___________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints __________________________ Attorney to transfer this
Warrant Certificate on the books of the Company, with full power of substitution
in the premises.

     

    
      	
              Dated:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (SIGNATURE)

            	 
      


    

    


    THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME
WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.