Exhibit 4.9


 


	RIGHTS CERTIFICATE #:	NUMBER OF RIGHTS:


 


THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED [________ ___], 2014 (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)


 


NONTRANSFERABLE SUBSCRIPTION RIGHTS
CERTIFICATE


 


Evidencing Nontransferable 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 [________ ___], 2014, 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 [_______] 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 [________ ___], 2014, unless extended. If the Company extends the time for exercising the Rights, it will
not extend such time more than 60 days past the date of the Prospectus. 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 Privileges (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 a duly authorized officer
of Nephros, Inc.


  


		 	NEPHROS, INC. COUNTERSIGNED AND REGISTERED
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	John C. Houghton, President , Chief Executive Officer	 
	 	 	 	and Acting 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), (c) and (d) and sign below. To subscribe for Shares pursuant to
your Over-Subscription Privilege, please also complete line (b).


 


		(a)	EXERCISE OF BASIC SUBSCRIPTION
PRIVILEGE:



 


	NUMBER
    OF SHARES OF 

    COMMON STOCK AND/OR 

     SHARES OF COMMON 

    STOCK UNDERLYING A 

     WARRANT	 	SUBSCRIPTION

    RATIO	 	SUBSCRIPTION

     PRICE	 	PAYMENT
	 	 	 	 	 	 	 
	Basic Subscription Privilege:                                                        X	 	      [________]      	X	    $
                                    0.60   

         
	 =	 
    $ _____________


 


		(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:



 





	NUMBER
    OF SHARES OF 

    COMMON STOCK AND/OR 

     SHARES OF COMMON 

    STOCK UNDERLYING A 

     WARRANT	 	SUBSCRIPTION

    RATIO	 	SUBSCRIPTION

     PRICE	 	PAYMENT
	 	 	 	 	 	 	 
	Over-Subscription Privillege:                                                     X	 	       [________]       	X	    $
                                    0.60   

         
	 =	  
    $ _____________ 


   


		(c)	Total Amount of Payment
Enclosed $ _________________________



 


		(d)	METHOD OF PAYMENT (CHECK ONE):



 


		 ̈	Check or bank draft payable to “Continental Stock Transfer & Trust Company (acting as subscription agent for Nephros,
Inc.)”, drawn on a U.S. bank.



 


		 ̈	U.S. Postal money order payable to “Continental Stock Transfer & Trust Company (acting as subscription agent for
Nephros, Inc.)”.



 


		 ̈	Wire transfer of immediately available funds directly to the account maintained by Continental Stock Transfer & Trust Company
as agent for Nephros, 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.



 


		(e)	The undersigned acknowledges
receipt of the Prospectus, dated [________ ___], 2014, in connection with the Rights Offering and agrees to its terms.



 


	 	By: ___________________________________