Exhibit 4.11


 


	Certificate No._____	No. of Rights _____


 


THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH
IN THE COMPANY’S PROSPECTUS DATED APRIL [•], 2013 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE.
COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM CONTINENTAL STOCK TRANSFER & TRUST COMPANY, THE SUBSCRIPTION AGENT.


 


NEPHROS, INC.


 


(Incorporated under the laws of the State
of Delaware)


 


SUBSCRIPTION RIGHTS CERTIFICATE


 


Evidencing Subscription Rights to Purchase Shares of Common
Stock of Nephros, Inc.


 


Subscription Price: $0.60
per Share


 


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE
5:00 P.M., EASTERN TIME, ON MAY 17, 2013, UNLESS EXTENDED BY THE COMPANY. THIS CERTIFIES THAT


  


the registered owner whose name is
inscribed hereon is the owner of the number of subscription rights (“Rights”) set forth on the face of this
certificate. Each whole Right entitles the holder thereof to subscribe for and purchase  0.18776 of a share of common stock
(“Share”), par value of $0.001 per Share, of Nephros, Inc., a Delaware corporation (the “Company”),
at a subscription price of $0.60 per Share (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 Nephros, Inc. Subscription Rights Certificates” accompanying this Subscription Rights
Certificate. The Rights expire at 5:00 p.m. on May 17, 2013, unless extended. If the Company extends the time for exercising
the Rights, it will not extend such time more than 30 days past the original expiration date. If any Shares 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 “Unsubscribed Shares”), any Rights holder that exercises its Basic Subscription
Privilege in full may subscribe for a number of Unsubscribed Shares 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 Share in
accordance with the “Instructions for Use of Nephros, Inc. 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.	 	NEPHROS, INC. COUNTERSIGNED AND REGISTERED
	 	 	 	 
	 	 	By: 	 
	 	 	 	John C. Houghton, President and Chief Executive Officer
	 	 	 	 
	 	 	By:	 
	 	 	 	Gerald J. Kochanski, Chief Financial Officer
	 	 	 	 
	 	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 	 
	 	 	By:	 


  




    	 



    	 



    

  


FORM OF ELECTION TO PURCHASE


 


PLEASE PRINT ALL INFORMATION CLEARLY
AND LEGIBLY.


 


The registered holder of this Rights Certificate is entitled
to exercise the number of Rights shown in the upper right hand corner of the Subscription Rights Certificate and may subscribe
for additional Shares upon the terms and conditions specified in the Prospectus.


 


The undersigned hereby notifies the Subscription Agent of its
irrevocable election to subscribe for Shares in the following amounts:


 


To subscribe for Shares pursuant to your Basic Subscription
Privilege, please complete lines (a) and (c) and sign below. To subscribe for Shares pursuant to your Over-Subscription Privilege,
please also complete line (b).


 


(a) EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE:


 


I subscribe for ____________ (No. of Shares) x $0.60 (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 Shares pursuant to your Over-Subscription Privilege:


 


I subscribe for ____________ (No. of Shares) x $0.60 (Subscription
Price) = $_____________ (Payment)


 


(c) Total Amount of Payment Enclosed $_______________