Exhibit
10.1


 


SECOND
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT


 


THIS
SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is entered into as of October
15, 2020, by and between Nephros, Inc. (the “Purchaser”) and Gregory Lucas (the “Member”).
Capitalized terms used but not defined in this Amendment will have the meanings ascribed to them pursuant to the MIPA (defined
below).


 


WHEREAS,
the parties hereto, along with Biocon 1, LLC and Aether Water Systems, LLC, previously entered into that certain Membership Interest
Purchase Agreement dated December 31, 2018, as amended by that First Amendment to Membership Interest Purchase Agreement dated
June 24, 2020 (collectively, the “MIPA”); and


 


WHEREAS,
the parties hereto desire to further amend the MIPA in order to settle any future obligations of the Purchaser to make Earnout
Payments, as more fully described in this Amendment.


 


NOW,
THEREFORE, the parties hereto, for good and valuable consideration and intending to be legally bound, hereby agree as follows:


 


1.
Settlement of Earnout Obligations. On the date hereof, the Purchaser will pay to the Member an amount equal to $100,000
(the “Lump Sum”). The Lump Sum will be paid first from the Escrow Account and second, to the extent the amount
remaining in the Escrow Account is not sufficient to cover the Lump Sum, by wire transfer of immediately available funds from
the Purchaser to such bank account as is designated in writing by the Member. The Purchaser and the Member agree to jointly instruct
the Escrow Agent to make the distribution set forth in the preceding sentence. Notwithstanding anything to the contrary in the
MIPA, upon receipt by the Member of the Lump Sum, Purchaser’s obligation to make any Earnout Payments for the Remaining
Quarterly Earnout Periods, which, for the avoidance of doubt, are the Purchaser’s fiscal quarters ended September 30, 2020
and ending December 31, 2020, and March 31, 2021, shall terminate and be deemed fully satisfied. Additionally, on the date hereof,
Purchaser and the Member will cause to be delivered an amendment to the Employment Agreement, duly executed by each of Purchaser
and the Member.


 


2.
Reaffirmation. Other than as set forth in this Amendment, the MIPA remains in full force and effect. This Amendment will
form a part of the MIPA for all purposes.


 


3.
Counterparts. This Amendment may be executed in any number of counterparts, each of which when executed and delivered will
be an original, but all such counterparts will constitute one and the same instrument. The exchange of executed copies of this
Amendment by facsimile, email (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g.,
www.docusign.com) or other transmissions will constitute effective execution and delivery of this Amendment.


 


[Signatures
follow]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above.


 


	NEPHROS,
    INC. 	 
	 	 
	By:	/s/
Andrew Astor	 
	Name:	Andrew
    Astor	 
	Title:
    	Chief
    Executive Officer	 


 


	/s/
    Gregory Lucas	 
	Gregory
    Lucas	 


 


Signature
page to Second Amendment to Membership Interest Purchase Agreement