EXHIBIT 10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (this “Agreement”) is dated as of May 12, 2015, by and among NEPHROS, INC., a Delaware corporation
(the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors
and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


RECITALS


 


A.           The
Company and each Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation
D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission under the Securities
Act.


 


B.           The
Company desires to raise gross proceeds of up to $1,500,000 pursuant to the issuance and sale of (i) shares of the Common Stock,
par value $0.001 per share (the “Common Stock”), of the Company (which shares of Common Stock and shall be collectively
referred to herein as the “Shares”), and (ii) and warrants, in substantially the form attached hereto as Exhibit
A (the “Warrants”).


 


C.           Each
Purchaser, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated
in this Agreement, (i) that aggregate number of Shares set forth below such Purchaser’s name on the signature page of this
Agreement, and (ii) Warrants to acquire up to that number of additional shares of Common Stock equal to 50% of the number of Shares
purchased by such Purchaser (rounded down to the nearest whole share) (the shares of Common Stock issuable upon exercise of or
otherwise pursuant to the Warrants, collectively, the “Warrant Shares”).


 


D.           The
Company is offering the Shares and the Warrants on a “best efforts” basis.


 


NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Company and the Purchasers hereby agree as follows:


 


ARTICLE
I.

DEFINITIONS


 


In addition to the terms
defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated
in this ARTICLE I:


 


“Action”
means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation
pending or, to the Company’s Knowledge, threatened in writing against or affecting the Company or any of its properties before
or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign),
stock market, stock exchange or trading facility.


 




    	 



    	 



    

 


“Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls,
is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 144. With respect
to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager
as such Purchaser will be deemed to be an Affiliate of such Purchaser.


 


“Business Day”
means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.


 


“Closing”
means the closing of the purchase and sale of the Shares and the Warrants pursuant to this Agreement.


 


“Closing Date”
means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto,
and all of the conditions set forth in Sections 2.1, 2.2, 6.1 and 6.2 hereof are satisfied, or such other date as the parties
may agree.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common Stock”
has the meaning set forth in the Recitals, and also includes any securities into which the Common Stock may hereafter be reclassified
or changed.


 


“Company Counsel”
means Fredrikson & Byron, P.A.


 


“Company Deliverables”
has the meaning set forth in Section 2.2(a).


 


“Company’s
Knowledge” means with respect to any statement made to the knowledge of a party, that the statement is based upon the
actual knowledge of the executive officers of such party having responsibility for the matter or matters that are the subject of
the statement.


 


“Control”
(including the terms “controlling”, “controlled by” or “under common control with”) means the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.


 


“Disclosure Materials”
means the SEC Reports together with this Agreement and the Schedules to this Agreement (if any).


 


“Effective Date”
means the date on which the initial Registration Statement required by Section 4.1(a) is first declared effective by the Commission.


 


“Environmental
Laws” has the meaning set forth in Section 3.1(l).


 


“Equity Incentive
Plan” means (i) any equity incentive, stock option or similar plan and (ii) any other agreement, arrangement,
understanding or other document pursuant to which the Company is obligated to grant or issue Common Stock, including any securities
or instruments convertible into, exchangeable for or otherwise entitles the holder thereof to receive Common Stock, to current
or former employees in connection with their services to the Company, in each case adopted or approved by a majority of the non-employee
members of the board of directors of the Company or a majority of the members of a committee of non-employee directors established.


 




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“Exchange Act”
means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.


 


“GAAP”
means U.S. generally accepted accounting principles, as applied by the Company on a consistent basis during the financial periods
involved.


 


“Intellectual Property”
has the meaning set forth in Section 3.1(r).


 


“Irrevocable Transfer
Agent Instructions” means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in the form of Exhibit
D, executed by the Company and delivered to and acknowledged in writing by the Transfer Agent.


 


“Lien”
means any lien, charge, claim, encumbrance, security interest, right of first refusal, preemptive right or other restrictions of
any kind.


 


“Material Adverse
Effect” means any of (i) a material and adverse effect on the legality, validity or enforceability of any Transaction
Document, (ii) a material and adverse effect on the results of operations, assets, prospects, business or financial condition of
the Company or any of its subsidiaries, taken as a whole, or (iii) any material adverse impairment to the Company's ability to
perform in any material respect on a timely basis its obligations under any Transaction Document.


 


“Material Permits”
has the meaning set forth in Section 3.1(p).


 


“New York Courts”
means the state and federal courts sitting in the City of New York, Borough of Manhattan.


 


“Outside Date”
means five Trading Days following the date of this Agreement.


 


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


“Principal Trading
Market” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of
the date of this Agreement and the Closing Date, shall be the OTCQB Tier of the OTC Markets Group (“OTCQB”).


 


“Purchase Price”
means $0.67.


 


“Purchaser Deliverables”
has the meaning set forth in Section 2.2(b).


 


“Registration Statement”
means a registration statement meeting the requirements set forth in Section 4.1(a) and covering the resale by the Purchasers
of the Registrable Securities (as such term is defined in Section 4.1(c)).


 




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“Required Approvals”
has the meaning set forth in Section 3.1(e).


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“SEC Reports”
has the meaning set forth in Section  3.1(h).


 


“Secretary’s
Certificate” has the meaning set forth in Section  2.2(a)(vi).


 


“Securities”
mean the Shares, the Warrants and the Warrant Shares issued pursuant to this Agreement.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Short Sales”
include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange
Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts,
calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar
arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated
brokers.


 


“Subscription Amount”
means with respect to each Purchaser, the aggregate amount to be paid for the Shares and the related Warrants purchased hereunder
as indicated on such Purchaser’s signature page to this Agreement next to the heading “Purchase Price (Subscription
Amount)”.


 


“Trading Affiliate”
has the meaning set forth in Section 3.2(g).


 


“Trading Day”
means (i) a day on which the Common Stock is listed or quoted and traded on its primary Trading Market (other than an over-the-counter
market system), or (ii) if the Common Stock is not listed on a Trading Market (other than an over-the-counter market system), a
day on which the Common Stock is traded in the over-the-counter market, as reported by the OTCQB, or (iii) if the Common Stock
is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the
OTC Markets Group (or any similar organization or agency succeeding to its functions of reporting prices); provided, that
in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean
a Business Day.


 


“Trading Market”
means whichever of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global
Market, the NASDAQ Capital Market or the over-the-counter market system on which the Common Stock is listed or quoted for trading
on the date in question.


 


“Transaction Documents”
means this Agreement, the schedules and exhibits attached hereto, the Warrants, the Irrevocable Transfer Agent Instructions and
any other documents or agreements executed in connection with the transactions contemplated hereunder.


 




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“Transfer Agent”
means American Stock Transfer and Trust Company or any successor transfer agent for the Company.


 


“Warrants”
has the meaning set forth in the Preamble to this Agreement.


 


ARTICLE
II.

PURCHASE AND SALE


 


2.1         Closing.


 


(a)          Subject
to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to each Purchaser, and
each Purchaser shall, severally and not jointly, purchase from the Company, such number of Shares of Common Stock equal to the
quotient resulting from dividing (i) the Subscription Amount for such Purchaser, as indicated below such Purchaser’s name
on the signature page of this Agreement by (ii) the Purchase Price, rounded down to the nearest whole Share. In addition, each
Purchaser shall receive a Warrant to purchase a number of Warrant Shares equal to 50% of the number of Shares purchased by such
Purchaser, as indicated below such Purchaser’s name on the signature page of this Agreement, rounded down to the nearest
whole Warrant Share. The Warrants shall have an initial exercise price equal to $0.85 per share (subject to adjustment as provided
therein) and shall be exercisable at any time on or prior to the fifth anniversary of the date of issuance.


 


(b)          Each
Purchaser must complete and return a duly executed, unaltered copy of this Agreement (including without limitation the completed
Accredited Investor Questionnaire, the Stock Certificate Questionnaire and the Selling Stockholder Questionnaire included as Exhibits
B-1, B-2 and B-3 hereto, respectively) to the Company. The Company retains complete discretion to accept or reject
any subscription unless and until the Company executes a counterpart to this Agreement that includes such Purchaser’s signature.
On or prior to the Outside Date, each Purchaser shall deposit the amount of readily available funds equal to such Purchaser’s
Subscription Amount into the Company’s account described on Exhibit D attached hereto by wire transfer of immediately
available funds. The Company shall hold such funds pending the Closing.


 


(c)          The
Closing shall be held at a date and time designated by the Company prior to 11:59 p.m. EDT on the Outside Date. The Closing shall
occur remotely by facsimile transmission or other electronic means as the parties may mutually agree. Upon satisfaction or waiver
of all conditions to the Closing, each Purchaser’s funds shall be deemed released to the Company. Interest, if any, that
has accrued with respect to the Subscription Amount while in escrow shall also be distributed to the Company at the Closing and
the Purchaser will have no right to such interest, even if there is no Closing. If the Closing does not occur prior to 11:59 p.m.
EDT on the Outside Date, the Company shall, on the Business Day immediately following the Outside Date, return to each Purchaser
its Subscription Amount pursuant to the wire instructions provided by each Purchaser from which such funds were received, without
any deduction therefrom.


 


(d)          
The Company shall deliver, or cause to be delivered, a certificate or certificates, registered in such name or names as the Purchasers
may designate, representing the Shares and Warrants purchased by the Purchaser hereunder as soon as practical after the Closing,
and in any event within five Business Days, to the Purchaser’s mailing address indicated on the Stock Certificate Questionnaire
included as Exhibit B-2 hereto.


 




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2.2         Closing
Deliveries.   


 


(a)          On
or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (collectively,
the “Company Deliverables”):


 


(i)          this
Agreement, duly executed by the Company;


 


(ii)         a
Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire
included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant
Shares equal to 50% of the number of Shares issuable to such Purchaser pursuant to Section 2.1(a)(ii), rounded down to the
nearest whole share, on the terms set forth therein;


 


(iii)        duly
executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent;


 


(iv)        a
certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date,
(A) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this
Agreement and the other Transaction Documents and the issuance of the Securities, (B) certifying the current versions of the certificate
of incorporation and by-laws of the Company, each as amended to date and (C) certifying as to the signatures and authority of persons
signing the Transaction Documents and related documents on behalf of the Company;


 


(v)         the
Compliance Certificate referred to in Section 6.1(h); and


 


(vi)        a
certificate evidencing the formation and good standing of the Company in the State of Delaware issued by the Secretary of State
(or comparable office), as of a date within 10 days of the Closing Date.


 


(b)          On
or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser
Deliverables”):


 


(i)          this
Agreement, duly executed by such Purchaser;


 


(ii)         its
Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase
Price” indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account
designated in writing by the Company for such purpose, as set forth on Exhibit D attached hereto;


 


(iii)        a
fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto
as Exhibits B-1 and B-2, respectively; and


 


(iv)        a
fully completed and duly executed Selling Stockholder Questionnaire in the form attached hereto as Exhibit B-3.


 




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ARTICLE
III.

REPRESENTATIONS AND WARRANTIES


 


3.1         Representations
and Warranties of the Company. The Company hereby represents and warrants to the Purchasers that, except as set forth in the
Schedules delivered herewith:


 


(a)          Subsidiaries.
Except as described in the SEC Reports, the Company has no direct or indirect subsidiaries.


 


(b)          Organization
and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing and in good standing
under the laws of the State of Delaware, with the requisite power and authority to own or lease and use its properties and assets
and to carry on its business as currently conducted. The Company is not in violation of any of the provisions of its certificate
of incorporation, bylaws or other organizational or charter documents. The Company is duly qualified to conduct business and is
in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or
property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the
case may be, could not have or reasonably be expected to have, individually or in the aggregate, resulted in a Material Adverse
Effect, and no Action has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit
or curtail such power and authority or qualification.


 


(c)          Authorization;
Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and
thereunder. The execution and delivery of each of the Transaction Documents to which it is a party by the Company and the consummation
by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares and
the Warrants and the subsequent issuance of the Warrant Shares upon exercise of the Warrants) have been duly authorized by all
necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of
Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction
Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered
in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies
or by other equitable principles of general application. There are no stockholder agreements, voting agreements, or other similar
arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge,
between or among any of the Company’s stockholders.


 


(d)          No
Conflicts. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the
consummation by the Company of the transactions contemplated hereby or thereby (including, without limitation, the issuance of
the Shares and the reservation for issuance and issuance of the Warrant Shares) do not and will not (i) conflict with or violate
any provision of the Company’s certificate of incorporation, bylaws or other organizational or charter documents, (ii) conflict
with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the
creation of any Lien upon any of the properties or assets of the Company or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company debt or otherwise) to which the Company is a party or by which any property or asset of the Company
is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject
(including federal and state securities laws and regulations and the rules and regulations, assuming the correctness of the representations
and warranties made by the Purchasers herein, of any self-regulatory organization to which the Company or its securities are subject,
including all applicable Trading Markets), or by which any property or asset of the Company is bound or affected, except in the
case of clauses (ii) and (iii), such as would not, individually or in the aggregate, have or reasonably be expected to result in
a Material Adverse Effect.


 




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(e)          Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents (including the issuance
of the Securities), other than (i) the filing with the Commission of one or more Registration Statements in accordance with the
requirements of ARTICLE IV hereof, (ii) filings required by applicable state securities laws, (iii) the filing of a Notice
of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act, (iv) the filing of any requisite
notices and/or application(s) to the Principal Trading Market for the issuance and sale of the Shares and the Warrants and the
listing of the Shares and Warrant Shares for trading or quotation, as the case may be, thereon in the time and manner required
thereby, (v) the filings required in accordance with Section 5.7 of this Agreement and (vi) those that have been made or
obtained prior to the date of this Agreement (collectively, the “Required Approvals”).


 


(f)          Issuance
of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions
on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive
or similar rights of stockholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the
terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer
provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar
rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and
paid for in accordance with the terms of the Transaction Documents and the Warrants, will be duly and validly issued, fully paid
and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or
imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy
of the representations and warranties of the Purchasers in this Agreement, the Securities will be issued in compliance with applicable
federal and state securities laws. The Company shall, so long as any of the Warrants are outstanding, take all action reasonably
necessary to reserve and keep available out of its authorized and unissued capital stock, solely for the purpose of effecting the
exercise of the Warrants, 100% of the Warrant Shares issuable upon exercise of the Warrants.


 




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(g)          Capitalization.
The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company
(whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) has been
set forth in the SEC Reports and has changed since the date of such SEC Reports only to reflect stock option and warrant exercises
that do not, individually or in the aggregate, have a material affect on the issued and outstanding capital stock, options and
other securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid
and non-assessable, have been issued in compliance in all material respects with all applicable federal and state securities laws,
and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase
any capital stock of the Company. Except as specified in the SEC Reports or as contemplated by the Transaction Documents: (i) no
shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for,
any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or
may become bound to issue additional shares of capital stock of the Company or options, warrants, scrip, rights to subscribe to,
calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable
for, any shares of capital stock of the Company; (iii) there are no outstanding debt securities, notes, credit agreements, credit
facilities or other agreements, documents or instruments evidencing indebtedness of the Company or by which the Company is or may
become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate,
filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register
the sale of any of its securities under the Securities Act (except ARTICLE IV of this Agreement), except for obligations
to maintain previously filed registration statements; (vi) there are no outstanding securities or instruments of the Company or
which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by
which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have
any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the
Company has no liabilities or obligations required to be disclosed in the SEC Reports (as defined herein) but not so disclosed
in the SEC Reports, other than those incurred in the ordinary course of the Company's businesses and which, individually or in
the aggregate, do not or would not have a Material Adverse Effect.


 


(h)          SEC
Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under
the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter
period as the Company was required by law or regulation to file such material) on a timely basis or has received a valid extension
of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective
dates, or to the extent corrected by a subsequent restatement or other amendment, the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2013, and all other reports of the Company filed with the Commission pursuant to the Exchange
Act from January 1, 2014 through the date of this Agreement (including the exhibits thereto and documents incorporated by reference
therein, being collectively referred to herein as the “SEC Reports”) complied in all material respects with
the requirements of the Exchange Act, and none of the SEC Reports, when filed, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.


 




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(i)          Financial
Statements.  The financial statements of the Company included in the SEC Reports comply in all
material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto
as in effect at the time of filing (or to the extent corrected by a subsequent restatement). Such financial statements have been
prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified
in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes
required by GAAP, and fairly present in all material respects the financial position of the Company of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal,
year-end audit adjustments. All material agreements to which the Company is a party or to which the property or assets of the
Company are subject are included as part of or specifically identified in the SEC Reports.


 


(j)          Tax
Matters  The Company (i) has accurately and timely prepared and filed all foreign, federal and state income and all other
tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental
assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except
those being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company and
(iii) has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods
to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so
pay or file any such tax, assessment, charge or return would not result in a Material Adverse Effect. There are no unpaid taxes
in any material amount claimed to be due by the Company by the taxing authority of any jurisdiction.


 


(k)          Material
Changes.   Since the date of the latest audited financial statements included within the SEC Reports and except as disclosed
in a subsequent SEC Report filed prior to the date of this Agreement, (i) there have been no events, occurrences or developments
that have had or that could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and
other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to
be reflected in the Company's financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission,
(iii) the Company has not altered its method of accounting or the manner in which it keeps its accounting books and records, (iv)
the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed
or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested
stock issued to employees of the Company) and (v) the Company has not issued any equity securities to any officer, director or
Affiliate, except pursuant to an Equity Incentive Plan or executive and director corporate arrangements disclosed in the SEC Reports
and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any contract under
which the Company or any of their assets is bound or subject. Except for the issuance of the Securities contemplated by this Agreement,
no event, liability or development has occurred or exists with respect to the Company or its business, properties, operations or
financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation
is made that has not been publicly disclosed at least one Trading Day prior to the date that this representation is made.


 




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(l)          Environmental
Matters. To the Company’s Knowledge, the Company (i) is not in violation of any statute, rule, regulation, decision or
order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous
or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances
(collectively, “Environmental Laws”), (ii) does not own or operate any real property contaminated with any substance
that is in violation of any Environmental Laws, (iii) is not liable for any off-site disposal or contamination pursuant to any
Environmental Laws, and (iv) is not subject to any claim relating to any Environmental Laws; which violation, contamination, liability
or claim has had or could reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and there
is no pending or, to the Company’s Knowledge, threatened investigation that might lead to such a claim.


 


(m)          Litigation.
There is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction
Documents or the Securities or (ii) except as specifically disclosed in the SEC Reports, would, if there were an unfavorable decision,
individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. The Company, nor, to the
Company’s Knowledge, any current director or officer thereof (in his or her capacity thereof), is or has been during the
five-year period prior to the Closing Date the subject of any Action involving a claim of violation of or liability under federal
or state securities laws or a claim of breach of fiduciary duty. There has not been and, to the Company’s Knowledge, there
is not pending or contemplated, any investigation by the Commission involving the Company or, to the Company’s Knowledge,
any current or former director or officer of the Company (in his or her capacity as such). The Commission has not issued any stop
order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or
the Securities Act.


 


(n)          Employment
Matters. No material labor dispute exists or, to the Company’s Knowledge, is imminent with respect to any of the employees
of the Company which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s employees
is a member of a union that relates to such employee’s relationship with the Company, the Company is not a party to a collective
bargaining agreement, and the Company believes that its relationship with its employees is satisfactory. No executive officer,
to the Company’s Knowledge, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality,
disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive
covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect
to any of the foregoing matters. To the Company’s Knowledge, the Company is in compliance with all U.S. federal, state, local
and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages
and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.


 




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(o)          Compliance.
 The Company is not (i) in default under or in violation of (and no event has occurred that has not been waived that, with notice
or lapse of time or both, would result in a default by the Company), nor has the Company received notice of a claim that it is
in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to
which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived),
(ii) in violation of any order of any court, arbitrator or governmental body having jurisdiction over the Company or its properties
or assets, or (iii) in violation of, or in receipt of notice that it is in violation of, any statute, rule or regulation of any
governmental authority applicable to the Company, except in each case as could not, individually or in the aggregate, have or reasonably
be expected to result in a Material Adverse Effect.


 


(p)          Regulatory
Permits.  The Company possesses all certificates, authorizations and permits issued by the appropriate federal, state, local
or foreign regulatory authorities necessary to conduct its business as described in the SEC Reports, except where the failure to
possess such permits, individually or in the aggregate, has not and could not reasonably be expected to result in a Material Adverse
Effect (“Material Permits”), and the Company has not received any notice of proceedings relating to the revocation
or modification of any such Material Permits.


 


(q)          Title
to Assets.  Except for property that is specifically the subject of, and covered by, other representations and warranties as
to ownership or title contained herein, the Company has good and marketable title in fee simple to all real property owned by it
that is material to its business and good and marketable title in all personal property owned by it that is material to its business,
in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the Company and Liens for the payment of federal, state
or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under
lease by the Company are held by it under valid, subsisting and enforceable leases of which the Company is in material compliance.


 


(r)          Intellectual
Property.  The Company owns, possesses, licenses or has other rights to use all foreign and domestic patents, patent applications,
trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology,
Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”)
necessary for the conduct of its business as now conducted or as proposed to be conducted. Except as set forth in the SEC Reports
and except where such violations or infringements would not reasonably be expected to result, either individually or in the aggregate,
in a Material Adverse Effect, (i) to the Company’s Knowledge, there are no rights of third parties to any such Intellectual
Property; (ii) to the Company’s Knowledge, there is no infringement by third parties of any such Intellectual Property; (iii)
there is no pending or, to the Company’s Knowledge, threatened Action challenging the Company’s rights in or to any
such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such Action; (iv)
there is no pending or, to the Company’s Knowledge, threatened Action challenging the validity or scope of any such Intellectual
Property; and (v) there is no pending or, to the Company’s Knowledge, threatened Action that the Company infringes or otherwise
violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any
other fact which would form a reasonable basis for any such Action.


 




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(s)          Insurance.
  The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as
are prudent and customary in the businesses and location in which the Company is engaged. The Company does not have any knowledge
that it will be unable to renew its existing insurance coverage for the Company as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.


 


(t)          Transactions
With Affiliates and Employees.  Except as set forth in the SEC Reports or reported on a Form 3, 4 or 5 filed with the Commission,
in either case at least ten days prior to the date hereof, and except as disclosed on Schedule 3.1(t), none of the executive
officers, directors or employees of the Company is presently a party to any transaction with the Company (other than for ordinary
course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments
to or from any such executive officer, director or employee or, to the Company’s Knowledge, any corporation, partnership,
trust or other entity in which any such officer, director, or employee has a substantial interest or is an officer, director, trustee
or partner.


 


(u)          Internal
Accounting Controls.  The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


(v)         Sarbanes-Oxley;
Disclosure Controls.   The Company is in compliance in all material respects with all of the provisions of the Sarbanes-Oxley
Act of 2002 which are applicable to it as of the Closing Date. Except as described in the SEC Reports, the Company maintains disclosure
controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are effective in ensuring that
information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the rules and forms of the Commission, including, without
limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal
executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding
required disclosure.


 


(w)          Certain
Fees.   No person or entity will have, as a result of the transactions contemplated by this Agreement, any valid right, interest
or claim against or upon the Company or a Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement
or understanding entered into by or on behalf of the Company. The Company shall pay, and hold each Purchaser harmless against,
any liability, loss or expense (including, without limitation, attorneys’ fees and out-of-pocket expenses) arising in connection
with any such right, interest or claim.


 




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(x)          Private
Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 of
this Agreement, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to
the Purchasers under the Transaction Documents. Other than each of the Purchasers (with respect to the Shares and the Warrant Shares),
no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company
other than those securities which are currently registered on an effective registration statement on file with the Commission.


 


(y)          No
Directed Selling Efforts or General Solicitation.  Neither the Company, nor any of its Affiliates, nor any Person acting on
its or their behalf has conducted any “general solicitation” or “general advertising” (as those terms are
used in Regulation D) in connection with the offer or sale of any of the Securities.


 


(z)          No
Integrated Offering.  Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section
3.2, neither the Company, its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, at any
time within the past six months, made any offers or sales of any Company security or solicited any offers to buy any security under
circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities
Act in connection with the offer and sale by the Company of the Securities as contemplated hereby or (ii) cause the offering of
the Securities pursuant to the Transaction Documents to be integrated with prior offerings by the Company for purposes of any applicable
law, regulation or stockholder approval provisions, including, without limitation, under the rules and regulations of any Trading
Market on which any of the securities of the Company are listed or designated.


 


(aa)         Listing
and Maintenance Requirements.  The Company’s Common Stock is registered pursuant to Section 12(g) of the Exchange Act,
and the Company has taken no action designed to terminate the registration of the Common Stock under the Exchange Act nor has the
Company received any notification that the Commission is contemplating terminating such registration. Except as specified in the
SEC Reports, the Company has not, in the two years preceding the date hereof, received written notice from any Trading Market on
which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or
maintenance requirements of such Trading Market. The Company is, and has no reason to believe that following the Closing it will
not in the foreseeable future continue to be, in compliance in all material respects with the listing and maintenance requirements
for continued trading of the Common Stock on the Principal Trading Market.


 


(bb)         Investment
Company The Company is not required to be registered as, and is not an Affiliate of, and immediately following the Closing
will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.


 


(cc)         Questionable
Payments.  Neither, the Company, nor, to the Company’s Knowledge, any directors, executive officers, employees,
agents or other Persons acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company: (a)
directly or indirectly, used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating
to foreign or domestic political activity; (b) made any direct or indirect unlawful payments to any foreign or domestic governmental
officials or employees or to any foreign or domestic political parties or campaigns from corporate funds; (c) violated in any material
respect any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (d) made any other unlawful bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 




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(dd)         Application
of Takeover Protections; Rights Agreements.  The Company and its board of directors have taken all necessary action, if any,
in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company's charter documents or the laws of its state of
incorporation that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the Purchasers
and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation,
the Company's issuance of the Securities and the Purchasers' ownership of the Securities. The Company has not adopted a stockholder
rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of
the Company.


 


(ee)         Disclosure.
 The Company confirms that neither it nor any of its executive officers or directors nor any other Person acting on its or their
behalf has provided any Purchaser with information that it believes constitutes or could reasonably be expected to constitute material,
non-public information except insofar as the existence, provisions and terms of the Transaction Documents and the proposed transactions
hereunder may constitute such information, all of which will be disclosed by the Company in the Press Release as contemplated by
Section 5.7 hereof. The Company understands and confirms that the Purchasers will rely on the foregoing representations
in effecting transactions in securities of the Company. All disclosure provided to the Purchasers regarding the Company, its business
and the transactions contemplated hereby furnished by the Company (including the Company’s representations and warranties
set forth in this Agreement) are true and correct in all material respects and do not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under
which they were made, not misleading. To the Company’s Knowledge, no event or circumstance has occurred or information exists
with respect to the Company or its business, properties, operations or financial conditions, which, under applicable law, rule
or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed,
except for the announcement of this Agreement and related transactions.


 


(ff)         Off
Balance Sheet Arrangements.  There is no transaction, arrangement, or other relationship between the Company and an unconsolidated
or other off balance sheet entity that is required to be disclosed by the Company in its Exchange Act filings and is not so disclosed
or that otherwise would be reasonably likely to have a Material Adverse Effect.


 


(gg)         No
Additional Agreements.  The Company does not have any agreement or understanding with any Purchaser with respect to the transactions
contemplated by the Transaction Documents other than as specified in the Transaction Documents.


 




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3.2         Representations
and Warranties of the Purchasers.  Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as
of the date hereof and as of the Closing Date to the Company as follows:


 


(a)          Organization;
Authority.  If such Purchaser is not a natural person, (i) such Purchaser is an entity duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership power and authority
to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out
its obligations hereunder and thereunder, and (ii) the execution, delivery and performance by such Purchaser of the transactions
contemplated by this Agreement have been duly authorized by all necessary corporate or, if such Purchaser is not a corporation,
such partnership, limited liability company or other applicable like action, on the part of such Purchaser. Each of this Agreement
and the Warrant has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,
will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles
of general application.


 


(b)          Investment
Intent.  Such Purchaser understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Securities and, upon exercise of the Warrants,
will acquire the Warrant Shares issuable upon exercise thereof as principal for its own account and not with a view to, or for
distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities
laws, provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Securities
for any minimum period of time and reserves the right, subject to the provisions of this Agreement, at all times to sell or otherwise
dispose of all or any part of such Securities or Warrant Shares pursuant to an effective registration statement under the Securities
Act or under an exemption from such registration and in compliance with applicable federal and state securities laws, subject to
the limitations set forth herein or in such securities laws. Such Purchaser is acquiring the Securities hereunder in the ordinary
course of its business. Such Purchaser does not presently have any agreement, plan or understanding, directly or indirectly, with
any Person to distribute or effect any distribution of any of the Securities (or any securities which are derivatives thereof)
to or through any person or entity. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act or an
entity engaged in a business that would require it to be so registered as a broker-dealer.


 


(c)          Purchaser
Status.  At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which
it exercises the Warrants it will be, an “accredited investor” as defined in Rule 501(a) under the Securities Act.


 


(d)          General
Solicitation.    Such Purchaser is not purchasing the Securities as a result of any advertisement, article,
notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over
television or radio or presented at any seminar or any other general advertisement. Such Purchaser represents that it has a pre-existing
relationship with the Company.


 




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(e)          Experience
of Such Purchaser.  Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(f)          Access
to Information.  Such Purchaser acknowledges that it has had the opportunity to review the Disclosure Materials and has been
afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives
of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the
Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties,
management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional
information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed
investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf
of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser's right to rely on the Company's
representations and warranties contained in the Transaction Documents.


 


(g)          Certain
Trading Activities.  Other than with respect to the transactions contemplated herein, since the earlier to occur of (1) the
time that such Purchaser was first contacted by the Company or any other Person regarding the transactions contemplated hereby
and (2) the tenth (10th) day prior to the date of this Agreement, neither the Purchaser nor any Affiliate of such Purchaser
which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s
investments or trading or information concerning such Purchaser’s investments, including in respect of the Securities, and
(z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively,
“Trading Affiliates”), has directly or indirectly, nor has any Person acting on behalf of or pursuant to any
understanding with such Purchaser or Trading Affiliate, effected or agreed to effect any transactions in the securities of the
Company (including, without limitation, any Short Sales involving the Company’s securities). Notwithstanding the foregoing,
in the case of a Purchaser and/or Trading Affiliate that is, individually or collectively, a multi-managed investment vehicle whereby
separate portfolio managers manage separate portions of such Purchaser’s or Trading Affiliate’s assets and the portfolio
managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s
or Trading Affiliate’s assets, the representation set forth above shall apply only with respect to the portion of assets
managed by the portfolio manager that have knowledge about the financing transaction contemplated by this Agreement. Other than
to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection
with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, no Purchaser makes
any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the
time that the transactions contemplated by this Agreement are first publicly announced as described in Section 5.7, subject
to the restrictions set forth in Section 5.10.


 




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(h)          Brokers
and Finders.  No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest
or claim against or upon the Company or any Purchaser for any commission, fee or other compensation pursuant to any agreement,
arrangement or understanding entered into by or on behalf of the Purchaser.


 


(i)          Limited
Ownership.  The purchase by such Purchaser of the Securities issuable to it at the Closing will not result in such Purchaser
(individually or together with other Person with whom such Purchaser has identified, or will have identified, itself as part of
a “group” in a public filing made with the Commission involving the Company’s securities) acquiring, or obtaining
the right to acquire, in excess of 19.99% of the outstanding shares of Common Stock or the voting power of the Company on a post
transaction basis that assumes that the Closing shall have occurred. Such Purchaser does not presently intend to, alone or together
with others, make a public filing with the Commission to disclose that it has (or that it together with such other Persons have)
acquired, or obtained the right to acquire, as a result of the Closing (when added to any other securities of the Company that
it or they then own or have the right to acquire), in excess of 19.99% of the outstanding shares of Common Stock or the voting
power of the Company on a post transaction basis that assumes that the Closing shall have occurred.


 


(j)          Independent
Investment Decision.  Such Purchaser has independently evaluated the merits of its decision to purchase Securities pursuant
to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business
and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials
presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal,
tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has
deemed necessary or appropriate in connection with its purchase of the Securities.


 


(k)          Reliance
on Exemptions.  Such Purchaser understands that the Securities being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon
the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements
and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of such Purchaser to acquire the Securities.


 


(l)          No
Governmental Review.  Such Purchaser understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment
in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 




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(m)          Residency;
Foreign Securities Laws.  Unless such Purchaser resides, in the case of individuals, or is headquartered or formed, in the case
of entities, in the United States, such Purchaser acknowledges that the Company will not issue any Securities in compliance with
the laws of any jurisdiction outside of the United States and the Company makes no representation or warranty that any Securities
issued outside of the United States have been offered or sold in compliance with the laws of the jurisdiction into which such Shares
were issued. Any Purchaser not a resident of or formed in the United States warrants to the Company that no filing is required
by the Company with any governmental authority in such Purchaser’s jurisdiction in connection with the transactions contemplated
hereby. If such Purchaser is domiciled or was formed outside of the United States, such Purchaser has satisfied itself as to the
full observance of the laws of its jurisdiction in connection with the acquisition of the Securities or any use of this Agreement,
including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange
restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the
income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the
Securities. If such Purchaser is domiciled or was formed outside the United States, such Purchaser’s acquisition of and payment
for, and its continued ownership of the Securities, will not violate any applicable securities or other laws of his, her or its
jurisdiction.


 


The Company acknowledges
and agrees that no Purchaser has made or makes any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in this Section 3.2.


 


ARTICLE
IV.

REGISTRATION RIGHTS


 


4.1         Registration;
Definitions.


 


(a)          No
later than sixty (60) days following the Closing Date (the “Registration Due Date”), the Company shall
prepare and file with the Commission a registration statement covering the resale of all of the Registrable Securities (the “Registration
Statement”); provided, however, that if the Registration Due Date falls on a Saturday, Sunday or other day on
which the Commission is not open for business, then the Registration Due Date shall be extended to the next day on which the Commission
is open for business. The Registration Statement required hereunder shall be on Form S-3 (or Form S-1 or any other applicable form,
at the sole discretion of the Company, if Form S-3 is not available to the Company). Subject to the terms of this Agreement, the
Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities
Act as promptly as possible after the filing thereof, and shall use its commercially reasonable efforts to keep the Registration
Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration
Statement have been sold or may be sold without volume restrictions pursuant to Rule 144, as determined by the counsel to the Holder
(as defined below) pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s counsel,
the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). By 9:30 a.m. EDT on
the Business Day following the date that the Registration Statement is declared effective by the Commission, the Company shall
file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with
sales pursuant to such Registration Statement.


 


(b)          In
the event the Company fails to file the Registration Statement with the Commission on or before the Registration Due Date, the
Company shall pay to each Purchaser, as liquidated damages and not as a penalty, an amount, for each month (or portion of a month)
in which such delay shall occur, equal to one percent (1%) of the aggregate Purchase Price paid by each such Purchaser, until
the point in time when the Company has filed the Registration Statement with the Commission or the expiration of the Effectiveness
Period, whichever occurs first.


 




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(c)          The
term “Registrable Securities” shall mean (i) all Shares sold in the Offering, (ii) the Warrant Shares
issuable upon exercise of all Warrants sold in the Offering, and (iii) any shares of Common Stock issued or issuable upon
any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however,
that securities shall only be treated as Registrable Securities if and only for so long as they (i) have not been sold (A) pursuant
to a registration statement; (B) to or through a broker, dealer or underwriter in a public distribution or a public securities
transaction; and/or (C) in a transaction exempt from the registration and prospectus delivery requirements of the Securities
Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are
removed upon the consummation of such sale; (ii) are held by a Holder (as defined below) or a permitted transferee; and (iii) are
not eligible for sale without volume limitations pursuant to Rule 144 (or any successor thereto) under the Securities Act.


 


(d)          The
term “Holder” shall mean any person owning or having the right to acquire Registrable Securities or any permitted
transferee of a Holder.


 


4.2         Registration
Procedures; Company. In connection with the Company’s registration obligations set forth in Section 4.1 above,
the Company shall:


 


(a)          Not
less than five (5) business days prior to the filing of the Registration Statement or any related prospectus or any amendment
or supplement thereto (i) furnish to the Holders copies of all such documents proposed to be filed (other than those documents
incorporated or deemed incorporated by reference to the extent requested by such Person) which documents will be subject to the
review of such Holders and (ii) cause its officers, directors, counsel and independent certified public accountants to respond
to such inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation
within the meaning of the Securities Act. The Company shall not file the Registration Statement or any such prospectus or any amendments
or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith,
provided that the Company is notified of such objection in writing no later than three (3) business days after the Holders
have been so furnished copies of such documents.


 


(b)          Prepare
and file with the Commission such amendments, including post-effective amendments, to the Registration Statement and the prospectus
used in connection therewith as may be necessary to keep the Registration Statement continuously effective as to the applicable
Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements
in order to register for resale under the Securities Act all of the Registrable Securities.


 


(c)          Use
commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending
the effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(d)          Comply
with all applicable rules and regulations of the Commission.


 


(e)          Furnish
to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (ii) such other
information as may be reasonably requested in availing any Holder of any rule or regulation of the Commission which permits the
selling of any such securities without registration or pursuant to such form.


 




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4.3         Registration
Procedures; Purchaser. In connection with the Company’s registration obligations set forth in Section 4.1
above:


 


(a)          The
Purchaser shall cooperate with the Company, as requested by the Company, in connection with the preparation and filing of any Registration
Statement hereunder. The Purchaser shall provide the Company with a completed Selling Stockholder Questionnaire (in the form attached
hereto as Exhibit B-3) and such other information that the Company may reasonably require the Purchaser to promptly furnish
in writing to the Company as may be required in connection with such registration including, without limitation, all such information
as may be requested by the Commission or FINRA or any state securities commission and all such information regarding the Purchaser,
the Registrable Securities held by the Purchaser and the intended method of disposition of the Registrable Securities. The Purchaser
agrees to provide such information requested in connection with such registration within five (5) business days after receiving
such written request. The Company shall not be responsible for any delays in filing or obtaining or maintaining the effectiveness
of the Registration Statement caused by any Purchaser’s failure to timely provide a completed Selling Stockholder Questionnaire
or such other information requested by the Company.


 


(b)          If,
in the good faith judgment of the Company, it would be detrimental to the Company or its stockholders for the Registration Statement
to be filed or for resales of Registrable Securities to be made pursuant to the Registration Statement due to (i) the existence
of a material development or potential material development involving the Company that the Company would be obligated to disclose
in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such time or would have a material
adverse effect on the Company or its stockholders or (ii) a proposed filing of or use of an existing registration statement
in connection with a Company-initiated registration of any class of its equity securities, which, in the good faith judgment of
the Company, would adversely effect or require premature disclosure of the filing or use of such Company-initiated registration
(notice thereof, a “Blackout Notice”), upon receipt of a Blackout Notice from the Company, the Purchaser shall
immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement (the period during which such
disposition is discontinued, the “Blackout Period”) covering such Registrable Securities until (i) the
Company advises the Purchaser that the Blackout Period has terminated and (ii) the Purchaser receives copies of a supplemented
or amended prospectus, if necessary; provided, however, that (x) no Blackout Period shall exceed thirty (30) consecutive
days, (y) during any three hundred sixty five (365) day period such Blackout Periods shall not exceed an aggregate of sixty (60)
days, and (z) the first day of any Blackout Period must be at least five (5) Trading Days after the last day of any prior Blackout
Period. If so directed by the Company, the Purchaser will deliver to the Company (at the expense of the Company) or destroy (and
deliver to the Company a certificate of destruction) all copies in the Purchaser’s possession (other than a limited number
of file copies) of the prospectus covering such Registrable Securities that is current at the time of receipt of such notice.


 


(c)          If
the Purchaser determines to engage an underwriter (other than the Purchaser) in connection with the offering of any Registrable
Securities (an “Underwritten Offering”), the Purchaser will enter into and perform its obligations under an
underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution
obligations, with the managing underwriter of such offering, and will take such other actions as are reasonably required in order
to expedite or facilitate the disposition of the Registrable Securities. The Purchaser shall consult with the Company prior to
any Underwritten Offering and shall defer such Underwritten Offering for a reasonable period upon the request of the Company.


 




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(d)          The
Purchaser shall not take any action with respect to any distribution deemed to be made pursuant to the Registration Statement,
which would constitute a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law.


 


4.4         Registration
Expenses. All fees and expenses of the Company incident to the performance of or compliance with Section 4.1 and
Section 4.2 hereof by the Company shall be borne by the Company. In addition, the Company shall reimburse the Holders,
on a one-time basis, for the reasonable fees and expenses of counsel to the Holders of up to $5,000 in the aggregate with respect
to the review of any registration statement filed pursuant to Section 4.1 hereof, as directed by the then Holders of
a majority of the Registrable Securities.


 


4.5         Indemnification.
In the event that any Registrable Securities are included in a Registration Statement under this ARTICLE IV:


 


(a)          To
the extent permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in the Securities
Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act
or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under
the Securities Act, or the Exchange Act, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof)
arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”):
(i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission
or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein
not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, or any
rule or regulation promulgated under the Securities Act, or the Exchange Act, and the Company will pay to each such Holder, underwriter
or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained
in this Section 4.5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or
action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor
shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises
out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by any such Holder, underwriter or controlling person.


 


(b)          To
the extent permitted by law, each Holder will indemnify and hold harmless the Company, each of its directors, each of its officers,
each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling
securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses,
claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities
Act, or the Exchange Act, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of
or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written information furnished or omitted by such Holder for use in connection with such registration; and
each such Holder will pay, as incurred, any legal or other expenses incurred by any person intended to be indemnified pursuant
to this Section 4.5(b), in connection with investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this Section 4.5(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder,
which consent shall not be unreasonably withheld; provided, further, that, in no event shall any indemnity under this Section 4.5(b)
exceed the greater of the cash value of the (i) gross proceeds from the offering received by such Holder or (ii) such
Holder’s investment pursuant to this Agreement as set forth on the signature page attached hereto.


 




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(c)          Promptly
after receipt by an indemnified party under this Section 4.5 of notice of the commencement of any action (including
any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party
under this Section 4.5, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying
party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying
party similarly notified, to assume the defense thereof with counsel selected by the indemnifying party and approved by the indemnified
party (whose approval shall not be unreasonably withheld); provided, however, that an indemnified party (together with all
other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate
counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified
party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under this Section 4.5, but the omission
so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 4.5.


 


(d)          If
the indemnification provided for in this Section 4.5 is held by a court of competent jurisdiction to be unavailable
to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying
party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or
omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations.
The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the alleged omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information,
and opportunity to correct or prevent such statement or omission.


 




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(e)          The
obligations of the Company and Holders under this Section 4.5 shall survive the completion of any offering of Registrable
Securities in a Registration Statement under this ARTICLE IV, and otherwise.


 


4.6         Cutback.
In connection with filing the Registration Statement pursuant to Section 4.1 hereof, the obligations of the Company
set forth in this ARTICLE IV are subject to any limitations on the Company’s ability to register the full complement
of such shares in accordance with Rule 415 under the Securities Act or other regulatory limitations. To the extent the number of
such shares that can be registered is limited, the Company shall file a subsequent registration agreement that will provide, among
other things, that the Company will use its commercially reasonable efforts to register additional tranches of Registrable Securities
as soon as permissible thereafter under applicable laws, rules and regulations so that all of such Registrable Securities are registered
as soon as reasonably practicable.


 


4.7         Sales
by Purchasers. The Purchaser shall sell any and all Registrable Securities (as defined below) purchased hereby in compliance
with applicable prospectus delivery requirements, if any, or otherwise in compliance with the requirements for an exemption from
registration under the Securities Act and the rules and regulations promulgated thereunder. The Purchaser will not make any sale,
transfer or other disposition of the Securities in violation of federal or state securities or “blue sky” laws and
regulations.


 


4.8         Piggy-Back
Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all
of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection
with the stock option or other employee benefit plans, then the Company shall send to each Holder a written notice of such determination
and, if within 15 days after the date of such notice, any such Holder shall so request in writing, the Company shall include in
such registration statement all or any part of such Registrable Securities such Holder requests to be registered, subject to customary
underwriter cutbacks applicable to all holders of registration rights and any limitations imposed by applicable law.


 


4.9         Waivers.
With the written consent of the Company and the Holders holding at least a majority of the Registrable Securities that are then
outstanding, any provision of this ARTICLE IV may be waived (either generally or in a particular instance, either retroactively
or prospectively and either for a specified period of time or indefinitely) or amended, which waiver shall be applicable to all
Holders, and shall be deemed to have been consented to by all Holders. Upon the effectuation of each such waiver or amendment,
the Company shall promptly give written notice thereof to the Holders, if any, who have not previously received notice thereof
or consented thereto in writing.


 




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ARTICLE V.


OTHER AGREEMENTS OF
THE PARTIES


 


5.1         Transfers;
Certificates.


 


(a)          Compliance
with Laws. Notwithstanding any other provision of this Agreement, each Purchaser covenants that the securities may be disposed
of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act,
or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act, and in compliance with any applicable state and federal securities laws. In connection with any transfer of the Securities
other than (i) pursuant to an effective registration statement, (ii) to the Company, (iii) to an Affiliate of a Purchaser, (iv)
pursuant to Rule 144 (provided that the Purchaser provides the Company with reasonable assurances (in the form of seller
and broker representation letters or an opinion of counsel, as appropriate) that the securities may be sold pursuant to such rule)
or Rule 144A, or (v) in connection with a bona fide pledge as contemplated in Section 5.1(b), except as otherwise provided
herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor
and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company,
to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition
of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of
a Purchaser under this Agreement, including ARTICLE IV hereof.


 


(b)          Legends.
Certificates evidencing the Securities shall bear any legend as required by the “blue sky” laws of any applicable state
and a restrictive legend in substantially the following form, until such time as they are not required under Section 5.1(c):


 


[NEITHER THESE SECURITIES NOR THE
SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED] WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR
BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY.


 




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The Company acknowledges
and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities
in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan.
Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee,
secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection
with a subsequent transfer or foreclosure following default by the Purchaser's transferee of the pledge. No notice shall be required
of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure.
Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security
interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or
secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation
as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares, including
the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable
provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges
and agrees that, except as otherwise provided in Section 5.1(c), any Shares subject to a pledge or security interest as
contemplated by this Section 5.1(b) shall continue to bear the legend set forth in this Section 5.1(b) and be subject
to the restrictions on transfer set forth in Section 5.1(a).


 


(c)          Removal
of Legends. The legend set forth in Section 5.1(b) above shall be removed and the Company shall issue a certificate
without such legend to the holder of the Securities upon which it is stamped or issue to such holder by electronic delivery at
the applicable balance account at The Depository Trust Company (“DTC”), if (i) such Securities are registered
for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (assuming the transferor
is not an Affiliate of the Company) or Rule 144A, or (iii) such Securities are eligible for sale under Rule 144 without application
of the requirements of paragraph (c)(i) thereof. The Company shall cause its counsel to issue the legal opinion referred to in
the Irrevocable Transfer Agent Instructions to the Company’s transfer agent on the Effective Date. Any fees (with respect
to the Transfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of such
legend shall be borne by the Company. If any portion of the Warrant is exercised at a time when there is an effective registration
statement to cover the resale of the Warrant Shares, or if such Warrant Shares may be sold under Rule 144 without application of
the requirements of paragraph (c)(i) thereof, then such Warrant Shares shall be issued free of all legends. Following the Effective
Date, or at such earlier time as a legend is no longer required for certain Securities, the Company will no later than three (3)
Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (x) a legended
certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise
in form necessary to affect the reissuance and/or transfer) or (y) an Exercise Notice in the manner stated in the Warrants to effect
the exercise of such Warrant in accordance with its terms and an opinion of counsel to the extent required by Section 5.1(a),
deliver or cause to be delivered to such Purchaser a certificate representing such Securities that is free from all restrictive
and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge
the restrictions on transfer set forth in this Section.


 


(d)          Irrevocable
Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer
agent, to issue certificates or credit shares to the applicable balance accounts at DTC, registered in the name of each Purchaser
or its respective nominee(s), for the Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser
to the Company in the form of Exhibit C attached hereto (the “Irrevocable Transfer Agent Instructions”).


 




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(e)          Acknowledgement.
Each Purchaser hereunder acknowledges its primary responsibilities under the Securities Act and accordingly will not sell any of
the Securities or any interest therein without complying with the requirements of the Securities Act. While a Registration Statement
remains effective, each Purchaser hereunder may sell the shares in accordance with the plan of distribution contained in such Registration
Statement and if it does so it will comply therewith and with the related prospectus delivery requirements unless an exemption
therefrom is available. Each Purchaser, severally and not jointly with the other Purchasers, agrees that if it is notified by the
Company at any time after the date any legend is removed pursuant to Section 5.1(c) hereof that no Registration Statement
is effective or that the prospectus included in any such Registration Statement no longer complies with the requirements of Section
10 of the Securities Act, the Purchaser will refrain from selling such Shares and Warrant Shares until such time as the Purchaser
is notified by the Company that a Registration Statement is effective or such prospectus is compliant with Section 10 of the Exchange
Act, unless such Purchaser is able to, and does, sell such Shares or Warrant Shares pursuant to an available exemption from the
registration requirements of Section 5 of the Securities Act. Each Purchaser, severally and not jointly with the other Purchasers,
agrees to indemnify the Company and Company Counsel for any damages or losses resulting to the Company from the Purchaser’s
breach of its covenants set forth in the preceding sentence.


 


5.2         Reservation
of Common Stock. The Company shall take all action necessary to at all times have authorized, and reserved for the purpose
of issuance from and after the Closing Date, no less than 100% of the number of shares of Common Stock issuable upon exercise of
the Warrants issued at the Closing (without taking into account any limitations on exercise of the Warrants set forth in the Warrants).


 


5.3         Furnishing
of Information. In order to enable the Purchasers to sell the Securities under Rule 144 of the Securities Act, for a period
of one year from the Closing, the Company shall use its commercially reasonable efforts to timely file (or obtain extensions in
respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof
pursuant to the Exchange Act. During such one year period, if the Company is not required to file reports pursuant to such laws,
it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c) such information as is
required for the Purchasers to sell the Shares and Warrant Shares under Rule 144. The Company further covenants that it will take
such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable
such Person to sell the Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144.


 


5.4         Reporting
Status. During the one year period from and after the Closing, the Company shall not terminate its status as an issuer required
to file reports under the Exchange Act even if the Exchange Act would otherwise permit such termination.


 


5.5         Form
D and Blue Sky. The Company agrees to file a Form D with respect to the sale of the Shares and Warrants as required under Regulation
D and, upon request from any Purchaser, to provide a copy thereof to such Purchaser promptly after such filing. The Company, on
or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an
exemption for or to qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement under applicable
securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification),
and shall provide evidence of any such action so taken to a Purchaser who so requests on or prior to the Closing Date. The Company
shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue
Sky” laws of the states of the United States following the Closing Date.


 




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5.6           No
Integration. The Company shall not, and shall use its best efforts to ensure that no Affiliate of the Company shall, sell,
offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities
Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the
Securities Act of the sale of the Securities to the Purchasers, or that will be integrated with the offer or sale of the Securities
for purposes of the rules and regulations of any Trading Market such that it would require stockholder approval prior to the closing
of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.


 


5.7           Securities
Laws Disclosure; Publicity. By 9:30 a.m. (New York City time) on the Trading Day immediately following the execution of this
Agreement, the Company shall issue a press release (the “Press Release”) disclosing all material terms of the
transactions contemplated hereby. On or prior to the fourth (4th) Business Day following the date of this Agreement, the Company
will file a Current Report on Form 8-K with the Commission describing the terms of the Transaction Documents (and including as
exhibits to such Current Report on Form 8-K the material Transaction Documents (including, without limitation, this Agreement and
the form of Warrant)). Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the
transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 5.7, such
Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence
and terms of this transaction).


 


5.8           Listing
of Securities. Promptly following the date hereof, the Company shall take all necessary action to cause the Shares and the
Warrant Shares to be listed upon the Principal Trading Market, if any, upon which shares of Common Stock are then listed (subject
to official notice of issuance) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing.
Further, if the Company applies to have its Common Stock or other securities listed on any other Trading Market, it shall include
in such application the Shares and the Warrant Shares and will take such other action as is necessary to cause the Shares, and
the Warrant Shares to be listed on such other Trading Market as promptly as practicable.


 


5.9           Use
of Proceeds. The Company intends to use the net proceeds resulting from the sale of the Securities for general corporate purposes,
which may include working capital, sales and marketing expenditures, capital expenditures, research and development expenditures,
pre-clinical and clinical trial expenditures, acquisitions of new technologies or businesses that are complementary to our current
technologies or business focus, and investments. As of the date of this Agreement, the Company cannot specify with certainty all
of the particular uses of the net proceeds from the sale of the Securities. As a result, Purchasers acknowledge that the Company’s
management will retain broad discretion in the allocation and use of such proceeds.


 




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5.10         
Sales and Confidentiality After the Date Hereof. Such Purchaser shall not, and shall
cause its Trading Affiliates not to, engage, directly or indirectly, in any transactions in the securities of the Company (including,
without limitation, any Short Sales) during the period from the date hereof until such time as (i) the transactions contemplated
by this Agreement are first publicly announced as described in Section 5.7 or (ii) this Agreement is terminated in full
pursuant to Section  7.16. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment
vehicle whereby separate portfolio managers manage separate portions of such Purchaser's assets and the portfolio managers have
no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser's assets,
the representation set forth above shall apply only with respect to the portion of assets managed by the portfolio manager that
have knowledge about the financing transaction contemplated by this Agreement. Each Purchaser understands
and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that covering
a short position established prior to effectiveness of a resale registration statement with shares included in such registration
statement would be a violation of Section 5 of the Securities Act, as set forth in Item 65, Section 5 under Section A, of the Manual
of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation
Finance.


 


5.11         Equal
Treatment of Purchasers. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification
of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to the
Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the
Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall
not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting
of Shares or otherwise.


 


5.12         Indemnification.
Subject to the provisions of this Section 5.12, the Company will indemnify and hold each Purchaser and its directors,
officers, stockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser
Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against
a Purchaser, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser,
with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of
such Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings
such Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any
conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be
brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party
shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of
its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel
in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of
such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company
in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or
(iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue
between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for
the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party
under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent,
which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or
liability is attributable to (A) any Purchaser Party’s breach of any of the representations, warranties, covenants or
agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents, (B) any violations by the
Purchaser of state or federal securities laws or (C) any conduct by such Purchaser which constitutes fraud, gross negligence,
willful misconduct or malfeasance.


 




    	29



    	 



    

 


ARTICLE VI.


CONDITIONS PRECEDENT
TO CLOSING


 


6.1         Conditions
Precedent to the Obligations of the Purchasers to Purchase Securities. The obligation of each Purchaser to acquire Shares and
Warrants at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing Date,
of each of the following conditions, any of which may be waived by such Purchaser (as to itself only):


 


(a)          Representations
and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material
respects (except that representations and warranties that are qualified by materiality or Material Adverse Effect shall be true
and correct in all respects) as of the date when made and as of the Closing Date, as though made on and as of such date, except
for representations and warranties that speak as of a specific date which shall be true and correct in all material respects as
of such date;


 


(b)          Performance.
The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing;


 


(c)          No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions
contemplated by the Transaction Documents;


 


(d)          Consents.
The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary
or appropriate for consummation of the purchase and sale of the Securities, all of which shall be and remain so long as necessary
in full force and effect;


 




    	30



    	 



    




 


(e)          Adverse
Changes. Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted
or reasonably could result in a Material Adverse Effect, nor shall a banking moratorium been declared by either the United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national
or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in
each case, in the reasonable judgment of each Purchaser, makes it impractical or inadvisable to purchase the Shares and Warrants
at the Closing;


 


(f)          No
Suspensions of Trading in Common Stock; Listing. The Common Stock (i) shall be designated for quotation or listed on the Principal
Trading Market and (ii) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Trading Market
from trading on the Principal Trading Market nor shall suspension by the Commission or the Principal Trading Market have been
threatened, as of the Closing Date, either (A) in writing by the Commission or the Principal Trading Market or (B) by falling
below the minimum listing maintenance requirements of the Principal Trading Market;


 


(g)          Company
Deliverables. The Company shall have delivered the Company Deliverables in accordance with Section 2.2(a);


 


(h)          Compliance
Certificate. The Company shall have delivered to each Purchaser a certificate, dated as of the Closing Date and signed by
its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the
conditions specified in Sections 6.1(a), (b), (c), (d) and (f); and


 


(i)          Termination.   This
Agreement shall not have been terminated as to such Purchaser in accordance with Section 7.16 herein.


 


6.2           Conditions
Precedent to the Obligations of the Company to Sell Securities. The Company's obligation to sell and issue the Shares and
Warrants at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the
following conditions, any of which may be waived by the Company:


 


(a)          Representations
and Warranties. The representations and warranties made by the Purchasers in Section 3.2 hereof shall be true and correct
in all material respects (except that representations and warranties that are qualified by materiality or Material Adverse Effect
shall be true and correct in all respects) as of the date when made, and as of the Closing Date as though made on and as of such
date, except for representations and warranties that speak as of a specific date which shall be true and correct in all material
respects as of such date;


 


(b)          Performance.
The Purchasers shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied with by the Purchasers at or prior to the Closing
Date;


 


(c)          No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any
of the transactions contemplated by the Transaction Documents;


 




    	31



    	 



    

 


(d)          Consents.
The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary
or appropriate for consummation of the purchase and sale of the Securities, all of which shall be and remain so long as necessary
in full force and effect;


 


(e)          Purchasers
Deliverables. Each Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b); and


 


(f)          Termination.         This
Agreement shall not have been terminated as to such Purchaser in accordance with Section 7.16 herein.


 


ARTICLE
VII.

MISCELLANEOUS


 


7.1           Fees
and Expenses. The Company and the Purchasers shall each pay the fees and expenses of their respective advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party in connection with the negotiation, preparation, execution,
delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties
levied in connection with the sale and issuance of the Securities to the Purchasers.


 


7.2           Entire
Agreement. The Transaction Documents, together with the Exhibits and Schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations,
oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and
schedules. At or after the Closing, and without further consideration, the Company and the Purchasers will execute and deliver
to the other such further documents as may be reasonably requested in order to give practical effect to the intention of the parties
under the Transaction Documents.


 


7.3           Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number
specified in this Section prior to 5:00 p.m. (New York City time) on a Business Day, (b) the next Business Day after the date
of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section
on a day that is not a Business Day or later than 5:00 p.m. (New York City time) on any Business Day, (c) the Business Day following
the date of mailing, if sent by U.S. nationally recognized overnight courier service with next day delivery specified, or (d)
upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications
shall be as follows:


 


	 	If to the Company:	Nephros, Inc.
	 	 	41 Grand Avenue
	 	 	River Edge, NJ  07661  
	 	 	Telephone No.:  (201) 343-5202


 




    	32



    	 



    

 


	 	 	Facsimile No.:  (201) 343-5207
	 	 	Attention:  President
	 	 	 
	 	With a copy to:	Fredrikson & Byron, P.A.
	 	 	200 South Sixth Street, Suite 4000
	 	 	Minneapolis, MN 55402
	 	 	Telephone No.: (612) 492-7000
	 	 	Facsimile No.:  (612) 492-7077
	 	 	Attention: Christopher J. Melsha, Esq.
	 	 	 
	 	If to a Purchaser:	To the address set forth under such Purchaser’s
    name on the signature page hereof;


 


or such other address as may
be designated in writing hereafter, in the same manner, by such Person.


 


7.4           Amendments;
Waivers; No Additional Consideration. No provision of this Agreement may be waived or amended except in a written instrument
signed, in the case of an amendment, by the Company and each of the Purchasers or, in the case of a waiver, by the party against
whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement
of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of
any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder
in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent
to a waiver or modification of any provision of any Transaction Document unless the same consideration is also offered to all
Purchasers who then hold Securities.


 


7.5           Construction.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed
as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provisions of this Agreement or any of the Transaction Documents.


 


7.6           Successors
and Assigns. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors
and permitted assigns. This Agreement, or any rights or obligations hereunder, may not be assigned by the Company without the
prior written consent of the Purchasers. Any Purchaser may assign its rights hereunder in whole or in part to any Person to whom
such Purchaser assigns or transfers any Securities in compliance with this Agreement and applicable law, provided such
transferee shall agree in writing to be bound, with respect to the transferred Securities, by the terms and conditions of this
Agreement that apply to the “Purchasers.”


 




    	33



    	 



    

 


7.7           
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


7.8           Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflicts of law thereof. Each party agrees that all Actions concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its
respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any Action, any claim that it is not personally subject
to the jurisdiction of any such New York Court, or that such Action has been commenced in an improper or inconvenient forum. Each
party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Action by
mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. If either party shall commence a Action to endorse any provisions of a Transaction Document, then the prevailing party
in such Action shall be reimbursed by the other party for its reasonable attorney’s fees and other reasonable costs and
expenses incurred with the investigation preparation and prosecution of such Action.


 


7.9           Survival.
Subject to applicable statute of limitations, the representations, warranties, agreements and covenants contained herein shall
survive the Closing and the delivery of the Securities until the one year anniversary of the Closing.


 


7.10         Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission,
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of
the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature
page were an original thereof.


 


7.11         Severability.
If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate
such substitute provision in this Agreement.


 




    	34



    	 



    

 


7.12         Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and
the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind
or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election
in whole or in part without prejudice to its future actions and rights.


 


7.13         Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company and the Transfer
Agent of such loss, theft or destruction and the execution by the holder thereof of a customary lost certificate affidavit of
that fact and an agreement to indemnify and hold harmless the Company and the Transfer Agent for any losses in connection therewith
or, if required by the Transfer Agent, a bond in such form and amount as is reasonably required by the Transfer Agent. The applicants
for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the
issuance of such replacement Securities. If a replacement certificate or instrument evidencing any Securities is requested due
to a mutilation thereof, the Company may require delivery of such mutilated certificate or instrument as a condition precedent
to any issuance of a replacement.


 


7.14         Adjustments
in Share Numbers and Prices. In the event of any stock split, subdivision, dividend or distribution payable in shares of Common
Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares
of Common Stock), combination or other similar recapitalization or event occurring after the date hereof, each reference in any
Transaction Document to a number of shares or a price per share shall be deemed to be amended to appropriately account for such
event.


 


7.15         Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
of the obligations of any other Purchaser under any Transaction Document. The decision of each Purchaser to purchase Securities
pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser and independently of
any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results
of operations, condition (financial or otherwise) or prospects of the Company which may have been made or given by any other Purchaser
or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability
to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions.
Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed
to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated
by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection
with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring
its investment in the Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to
independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or out of
the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in
any proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Transaction
Documents for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do
so by any Purchaser. The Company’s obligations to each Purchaser under this Agreement are identical to its obligations to
each other Purchaser other than such differences resulting solely from the number of Securities purchased by such Purchaser, but
regardless of whether such obligations are memorialized herein or in another agreement between the Company and a Purchaser.


 




    	35



    	 



    

 


7.16         Termination.
This Agreement may be terminated and the sale and purchase of the Shares and the Warrants abandoned at any time prior to the Closing
by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if the Closing has not
been consummated on or prior to 5:00 p.m. (New York City time) on the Outside Date; provided, however, that the right to
terminate this Agreement under this Section 7.16 shall not be available to any Person whose failure to comply with its
obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time.
Nothing in this Section 7.16 shall be deemed to release any party from any liability for any breach by such party of the
terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific
performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination
pursuant to this Section, the Company shall promptly notify all non-terminating Purchasers. Upon a termination in accordance with
this Section, the Company and the terminating Purchaser(s) shall not have any further obligation or liability (including arising
from such termination) to the other, and no Purchaser will have any liability to any other Purchaser under the Transaction Documents
as a result therefrom.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]

[SIGNATURE PAGES FOLLOW]


 




    	36



    	 



    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the
date first indicated above.


 


	 	NEPHROS, INC.
	 	 
	 	By:	/s/ Daron Evans
	 	 	Daron Evans
	 	 	President & Chief Executive Officer


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGES for purchasers FOLLOW]


 




    	 



    	 



    







	 	NAME OF PURCHASER:	 







 





	 	By:	 
	 	Name:
	 	Title:







 


	 	Purchase Price (Subscription Amount): $                               
	 	 
	 	Number of Shares to be acquired:                                            
	 	Underlying Shares subject to Warrant:                                   
	 	(50% of the number of Shares to be acquired, rounded down to the nearest whole share)
	 	 
	 	Tax ID No.(or Social Security No., if a natural person):
	 	 	 
	 	 
	 	Address for Notice:
	 	 
	 	 
	 	 
	 	 


 


	 	Telephone No.:	 


 


	 	Facsimile No.:	 


 


	 	Attention:	 


 


[Purchaser signature page
to Securities Purchase Agreement]


 




    	 



    	 



    

 


EXHIBITS: 


 


		A:	Form of Warrant [separately filed
                                         with the Commission]



 


		B-1:	Accredited Investor Questionnaire



 


		B-2:	Stock Certificate Questionnaire



 


		B-3:	Selling Stockholder Questionnaire



 


		C:	Irrevocable Transfer Agent Instructions



 


		D:	Wire Instructions



 


SCHEDULES: 


 


Schedule 3.1(t) – Transactions
with Affiliates and Employees


 




    	 



    	 



    

 


EXHIBIT B-1


 


ACCREDITED INVESTOR QUESTIONNAIRE


 


(ALL INFORMATION WILL BE TREATED CONFIDENTIALLY)


 


		To:	Nephros, Inc.



 


This Investor Questionnaire
(“Questionnaire”) must be completed by each potential investor in connection with the offer and sale of the
shares of the common stock, par value $0.001 per share, and shares of common stock that may be issued upon exercise of certain
warrants (collectively, the “Securities”), of Nephros, Inc., a Delaware corporation (the “Corporation”).
The Securities are being offered and sold by the Corporation without registration under the Securities Act of 1933, as amended
(the “Act”), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2)
of the Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation
must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such
investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability
requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the
private offering exemptions from registration is based in part on the information herein supplied.


 


This Questionnaire does not
constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential.
However, by signing this Questionnaire, you will be authorizing the Corporation to provide a completed copy of this Questionnaire
to such parties as the Corporation deems appropriate in order to ensure that the offer and sale of the Securities will not result
in a violation of the Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable
to purchasers of the Securities. All potential investors must answer all applicable questions and complete, date and sign this
Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers
to any item.


 


PART A.           BACKGROUND
INFORMATION


 


	Name of Beneficial Owner of the Securities:	 


 


	Business Address:	 	 
	 	(Number and Street)	 


 


	 	 	 
	(City)	(State)	(Zip Code)


 


	Telephone Number: (___)	 	 


 


If a corporation, partnership, limited
liability company, trust or other entity:


 


	Type of entity:	 


 


	State of formation:_______________	Approximate Date of formation: _______________


 


Set forth in the space provided below the (i) state(s),
if any, in the United States in which you maintained your principal office during the past two years and the dates during which
you maintained your office in each state, and (ii) state(s), if any, in which you pay income taxes:


 




    	B-1(i)



    	 



    

 


 



 


Were you formed
for the purpose of investing in the securities being offered?


 


Yes ____        No
____


 


If an individual (or, if two individuals
holding as joint tenants with right of survivorship (JTWROS), both should execute this Agreement):


 


	Residence Address:	 
	 	(Number and Street)


 


	 	 	 
	(City)	(State)	(Zip Code)


 


	Telephone Number: (___)	 	 


 


	Age: __________	Citizenship: ____________	Where registered to vote: _______________


 


Set forth in the space provided below the state(s),
if any, in the United States in which you maintained your residence during the past two years and the dates during which you resided
in each state:


 


Are you a director
or executive officer of the Corporation?


 


Yes ____              No
____


 


PART B.           ACCREDITED
INVESTOR QUESTIONNAIRE


 


In order for the Company
to offer and sell the Securities in conformance with state and federal securities laws, the following information must be obtained
regarding your investor status. Please initial each category applicable to you as a Purchaser of Securities of the
Company.


 


	_____ (1)	A bank as defined in Section 3(a)(2) of the Securities
    Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether
    acting in its individual or fiduciary capacity; 
	 	 
	_____ (2)	A broker or dealer registered pursuant to Section 15 of the
    Securities Exchange Act of 1934;
	 	 
	_____ (3)	An insurance company as defined in Section 2(13) of the Securities
    Act;
	 	 
	_____ (4)	An investment company registered under the Investment Company
    Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; 
	 	 
	_____ (5)	A Small Business Investment Company licensed by the U.S. Small
    Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;


 




    	B-1(ii)



    	 



    

 


	_____ (6)	A plan established and maintained by a state, its political
    subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees,
    if such plan has total assets in excess of $5,000,000;
	 	 
	_____ (7)	An employee benefit plan within the meaning of the Employee Retirement
    Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act,
    which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee
    benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by
    persons that are accredited investors; 
	 	 
	_____ (8)	A private business development company as defined in Section 202(a)(22)
    of the Investment Advisers Act of 1940;
	 	 
	_____ (9)	An organization described in Section 501(c)(3) of the Internal
    Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose
    of acquiring the Securities, with total assets in excess of $5,000,000; 
	 	 
	_____ (10)	A trust, with total assets in excess of $5,000,000, not formed
    for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person who has such knowledge
    and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing
    in the Company;
	 	 
	_____ (11)	A natural person whose individual net worth, or joint net worth
    with that person’s spouse, at the time of his purchase exceeds $1,000,000.  (Net worth means the excess of
    total assets over total liabilities, both calculated at fair market value, subject to the following qualifications.  In
    calculating an individual’s “total assets,” the value of a primary residence is excluded.  Likewise,
    in calculating an individual’s “total liabilities,” the amount of any mortgage debt secured by a primary
    residence up to such residence’s fair market value may be excluded, unless such mortgage debt is incurred within 60
    days prior to the purchase of the interest under this Agreement and is not incurred in connection with the purchase of such
    residence.  To the extent that such mortgage debt exceeds the value of such residence, it must be included in the
    calculation of total liabilities.)
	 	 
	_____ (12)	A natural person who had an individual income in excess of $200,000
    in each of the two most recent years, or joint income with that person’s spouse in excess of $300,000, in each of those
    years, and has a reasonable expectation of reaching the same income level in the current year;
	 	 
	_____ (13)	An executive officer or director of the Company; and/or
	 	 
	_____ (14)	An entity in which all of the equity owners qualify under any of
    the above subparagraphs. If the undersigned belongs to this investor category only, list the equity owners of the undersigned,
    and the investor category which each such equity owner satisfies: 
	 	 
	 	 
	 	 
	 	(Continue on a separate piece of paper, if necessary.)


 




    	B-1(iii)



    	 



    

 


PART C.           FINRA
AFFILIATION


 


Are you affiliated or associated with an FINRA
member firm (please check one):


 


Yes ___________              No
__________


 


If Yes, please describe:


 


 



*If Purchaser is a Registered Representative
with an FINRA member firm, have the following acknowledgement signed by the appropriate party:


 


The undersigned FINRA member firm acknowledges
receipt of the notice required by FINRA Conduct rule 3040 (a) and (b).


 


	 	 
	Name of FINRA Member Firm	 


 


	By:	 	 
	Authorized Officer	 


 


	Date:	 	 


 




    	B-1(iv)



    	 



    

 


A.           FOR
EXECUTION BY AN INDIVIDUAL:


 


	 	                    	By	 
	 	Date	 


 


	 	 	Print Name:	 


 


B.           FOR
EXECUTION BY AN ENTITY:


 


	 	 	Entity Name:	 


 


	 	                    	By	 
	 	Date	 


 


	 	 	Print Name:	 
	 	 	Title:	 


 


C.           ADDITIONAL
SIGNATURES (if required):


 


	 	 	Entity Name:	 
	 	 	(if applicable)


 


	 	                    	By	 
	 	Date	 


 


	 	 	Print Name:	 
	 	 	Title:	 


 


	 	 	Entity Name:	 


 


	 	                    	By	 
	 	Date	 


 


	 	 	Print Name:	 
	 	 	Title:	 


 


[Signature Page to Accredited Investor Questionnaire]


 




    	B-1(v)



    	 



    

 


Exhibit
B-2


 


Stock Certificate Questionnaire


 


Pursuant to Section 2.2(b) of the Agreement,
please provide us with the following information:


 


	

        1.
	The exact name that the Securities are to be registered in (this
    is the name that will appear on the stock certificate(s)).  You may use a nominee name if appropriate:		
	 	 	 	 
	2.	If Securities are being registered in a name other than that of the Purchaser
    (as reflected on the signature page to the Securities Purchase Agreement), the relationship between the Purchaser of the Securities
    and the Registered Holder listed in response to Item 1 above:		
	 	 	 	 
	3.	The mailing address, telephone and facsimile number of the Registered Holder
    listed in response to Item 1 above:		
	 	 		
		 		
		 		
		 		
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	4.	The Tax Identification Number (or, if an individual, the Social Security
    Number) of the Registered Holder listed in response to Item 1 above:		


 




    	 



    	 



    

 


Exhibit
B-3


 


NEPHROS, INC.


 


Selling Stockholder Questionnaire


 


The undersigned beneficial
owner of common stock (the “Registrable Securities”) of Nephros, Inc., a Delaware corporation (the “Company”),
understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”)
a registration statement (the “Registration Statement”) for the registration and resale under Rule 415
of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance
with the terms of the Securities Purchase Agreement (the “Purchase Agreement”) to which this document is annexed.
A copy of the Purchase Agreement is available from the Company upon request at the address set forth below. All capitalized terms
not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.


 


Certain legal consequences
arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus. The undersigned
hereby furnishes to the Company the following information for use by the Company in connection with the preparation of the Registration
Statement.


 


(1)         Name
and Contact Information:


 


	 	Full legal name of record holder:	
	 	 	 
	 	Address of record holder:	
	 	 	 
	 	 	
	 	 	 
	 	Identity of beneficial owner (if

    different than record holder):	
	 	 	 
	 	Name of contact person:	
	 	 	 
	 	Telephone number of contact person:	
	 	 	 
	 	Fax number of contact person:	
	 	 	 
	 	E-mail address of contact person:	


 




    	B-3(i)



    	 



    

 


(2)         Beneficial
Ownership of Other Securities of the Company Owned by the Selling Stockholder:


 


	 	Except as set forth below in this Item (3), the undersigned is not the beneficial
    or registered owner of any securities of the Company other than the Registrable Securities acquired in connection with the
    Purchase Agreement.
	 	 
	 	Type and amount of other securities beneficially owned by the Selling Stockholder:
	 	 
	 	 
	 	 
	 	 


 


(3)         Relationships
with the Company:


 


	 	Except as set forth below, neither the undersigned nor any of its affiliates, officers,
    directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship
    with the Company (or its predecessors or affiliates) during the past three years.
	 	 
	 	State any exceptions here:
	 	 
	 	 
	 	 
	 	 


 


(4)         Plan
of Distribution:


 


	 	Except as set forth below, the undersigned intends to distribute pursuant to the
    Registration Statement the Registrable Securities in accordance with the “Plan of Distribution” substantially
    in the form attached hereto as Appendix A:
	 	 
	 	State any exceptions here:
	 	 
	 	 
	 	 
	 	 


 


(5)         Selling
Stockholder Affiliations:


 


	 	(a)     Is the Selling Stockholder a registered broker-dealer?
	 	 
	 	 
	 	 
	 	(b)      Is the Selling Stockholder an affiliate of a registered broker-dealer(s)?
    (For purposes of this response, an “affiliate” of, or person “affiliated” with, a specified person,
    is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common
    control with, the person specified.)
	 	 
	 	 


 






    	B-3(ii)



    	 



    




 


	 	(c)      If the answer to Item (5)(b) is yes, identify the
    registered broker-dealer(s) and describe the nature of the affiliation(s):
	 	 
	 	 
	 	 
	 	(d)      If the answer to Item (5)(b) is yes, did the Selling Stockholder
    acquire the Registrable Securities in the ordinary course of business (if not, please explain)?
	 	 
	 	 
	 	 
	 	(e)      If the answer to Item (5)(b) is yes, did the Selling Stockholder,
    at the time of purchase of the Registrable Securities, have any agreements, plans or understandings, directly or indirectly,
    with any person to distribute the Registrable Securities (if yes, please explain)?
	 	 
	 	 


 


(6)         Voting
or Investment Control over the Registrable Securities:


 


	 	If the Selling Stockholder is not a natural person, please identify the natural person
    or persons who have voting or investment control over the Registrable Securities:
	 	 
	 	 


 


Remainder of page left intentionally blank


 




    	B-3(iii)



    	 



    

 


By signing below, the undersigned
consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion
of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands
that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement
and the related prospectus.


 


The undersigned has reviewed
the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY
THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION.


 


	Dated: _____________, 2015	 
	 	Signature of Record Holder

    (Please sign your name in exactly the same manner as the certificate(s) for the shares being
    registered)


 




    	B-3(iv)



    	 



    

 


Appendix A


 


Plan of Distribution


 


We are registering the shares
offered by this prospectus on behalf of the selling stockholders. The selling stockholders, which as used herein includes donees,
pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received
after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may,
from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of
common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These
dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market
price, at varying prices determined at the time of sale, or at negotiated prices. To the extent any of the selling stockholders
gift, pledge or otherwise transfer the shares offered hereby, such transferees may offer and sell the shares from time to time
under this prospectus, provided that this prospectus has been amended under Rule 424(b)(3) or other applicable provision of the
Securities Act to include the name of such transferee in the list of selling stockholders under this prospectus.


 


The selling stockholders
may use any one or more of the following methods when disposing of shares or interests therein:


 


		·	ordinary
                                         brokerage transactions and transactions in which the broker-dealer solicits purchasers;



		·	block
                                         trades in which the broker-dealer will attempt to sell the shares as agent, but may position
                                         and resell a portion of the block as principal to facilitate the transaction;



		·	purchases
                                         by a broker-dealer as principal and resale by the broker-dealer for its account;



		·	an
                                         exchange distribution in accordance with the rules of the applicable exchange;



		·	privately
                                         negotiated transactions;



		·	short
                                         sales;



		·	through
                                         the writing or settlement of options or other hedging transactions, whether through an
                                         options exchange or otherwise;



		·	broker-dealers
                                         may agree with the selling stockholders to sell a specified number of such shares at
                                         a stipulated price per share;



		·	a
                                         combination of any such methods of sale; and



		·	any
                                         other method permitted pursuant to applicable law.



 


The selling stockholders
may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if
they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of
common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other
successors in interest as selling stockholders under this prospectus.


 


In connection with the sale
of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions
they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out
their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).


 




    	B-3(v)



    	 



    

 


The aggregate proceeds to
the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents
from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents.
We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we
will receive the exercise price of the warrants.


 


The selling stockholders
also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act
of 1933, provided that they meet the criteria and conform to the requirements of that rule.


 


The selling stockholders
might be, and any broker-dealers that act in connection with the sale of securities will be, deemed to be “underwriters”
within the meaning of Section 2(11) of the Securities Act, and any commissions received by such broker-dealers and any profit
on the resale of the securities sold by them while acting as principals will be deemed to be underwriting discounts or commissions
under the Securities Act.


 


To the extent required, the
shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering
prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration
statement that includes this prospectus.


 


In order to comply with the
securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or
licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified
for sale or an exemption from registration or qualification requirements is available and is complied with.


 


We have advised the selling
stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market
and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as
it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus
delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.


 


We have agreed to indemnify
the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating
to the registration of the shares offered by this prospectus.


 


We have agreed with the selling
stockholders to keep the registration statement that includes this prospectus effective until the earlier of (1) such time as
all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement
that contains this prospectus or (2) the date on which the shares may be sold without registration or restriction pursuant to
Rule 144 of the Securities Act.


 




    	B-3(vi)



    	 



    

 


EXHIBIT C


 


Form of Irrevocable
Transfer Agent Instructions


 


As of _____________, 2015


 


[________________]


[________________]


[________________]


Attn: _________________


 


Ladies and Gentlemen:


 


Reference is made to that
certain Securities Purchase Agreement, dated as of ____________, 2015 (the “Agreement”), by and among Nephros,
Inc. a Delaware corporation (the “Company”), and the purchasers named on the signature pages thereto (collectively,
the “Holders”), pursuant to which the Company is issuing to the Holders shares (the “Shares”)
of Common Stock of the Company, par value $0.001 per share (the “Common Stock”), and warrants (the “Warrants”),
which are exercisable for shares of Common Stock.


 


This letter shall serve as
our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time and the
conditions set forth in this letter are satisfied):


 


(i)        to
issue shares of Common Stock upon transfer or resale of the Shares; and


 


(ii)        to
issue shares of Common Stock upon the exercise of the Warrants (the “Warrant Shares”) to or upon the order
of a Holder from time to time upon delivery to you of a properly completed and duly executed Exercise Notice, in the form attached
hereto as Annex I, which has been acknowledged by the Company as indicated by the signature of a duly authorized officer
of the Company thereon together with indication of receipt of the exercise price therefor.


 


You acknowledge and agree that so long as you
have previously received (a) written confirmation from the Company’s legal counsel that either (1) a registration
statement covering resales of the Shares and the Warrant Shares has been declared effective by the Securities and Exchange Commission
(the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”),
or (2) the Shares and the Warrant Shares are eligible for sale in conformity with Rule 144 under the Securities Act
(“Rule 144”) and (b) if applicable, a copy of such registration statement, then, unless otherwise
required by law, as soon as reasonably practicable following your receipt of Shares or Warrant Shares, as applicable, you shall
issue the certificates representing the Shares and the Warrant Shares so sold to the Holders or their transferees, as the case
may be, registered in the names of such Holders or transferees, as the case may be, and such certificates shall not bear any legend
restricting transfer of the Shares and the Warrant Shares thereby and should not be subject to any stop-transfer restriction;
provided, however, that if such Shares and Warrant Shares are not registered for resale under the Securities Act or able
to be sold under Rule 144, then the certificates for such Shares and/or Warrant Shares shall bear the following legend:


 




    	C-1



    	 



    

 


THESE SECURITIES
HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY.


 


A form of written confirmation
(to be used in connection with any sale) from the Company’s outside legal counsel that a registration statement covering
resales of the Shares and the Warrant Shares has been declared effective by the Commission under the Securities Act is attached
hereto as Annex II.


 


Please be advised that the
Holders are relying upon this letter as an inducement to enter into the Agreement and, accordingly, each Holder is a third party
beneficiary to these instructions.


 


Please execute this letter
in the space indicated to acknowledge your agreement to act in accordance with these instructions.


 


	 	Very truly yours,
	 	 
	 	NEPHROS, INC.
	 	 
	 	By: 	 





	 	Name:	 





	 	Title:	 


 


Acknowledged and Agreed:


 


[_______________________________]


 


	By: 	 	 





	Name: 	 	 





	Title: 	 	 


 


Date: _________________, 2015


 




    	C-2



    	 



    

 


Annex I


 


Form of Exercise Notice


 


(To be executed by the Holder to exercise the
right to purchase shares

of Common Stock under the foregoing Warrants)


 


To:        Nephros, Inc.


 


(1)         The
undersigned is the Holder of Warrant No. __________ (the “Warrant”) issued by Nephros, Inc. a Delaware corporation
(the “Company”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth
in the Warrant.


 


(2)         The
undersigned hereby exercises its right to purchase __________ Warrant Shares pursuant to the Warrant.


 


(3)         
The Holder shall pay the sum of $_______ in immediately available funds to the Company in accordance with the terms of the Warrant.


 


(4)         Pursuant
to this Exercise Notice, the Company shall deliver to the Holder _____________ Warrant Shares in accordance with the terms of
the Warrant.


 


(5)         [INCLUDE
ONLY IF WARRANT CONTAINS BLOCKER PROVISION AT THE REQUEST OF THE PURCHASER.] [By its delivery of this Exercise Notice, the undersigned
represents and warrants to the Company that in giving effect to the exercise evidenced hereby, the Holder will not beneficially
own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934) permitted to be owned under Section 12 of this Warrant to which this notice relates.]


 


Dated:_______________, _____


 


Name of Holder:


 


	By:	 	 





	Name:	 	 





	Title:	 	 
	(Signature must conform in all respects to name of

        Holder as specified on the face of the Warrant)
	 


 




    	C-3



    	 



    

 


Acknowledgement


 


    The
Company hereby acknowledges this Exercise Notice and receipt of the appropriate exercise price and hereby directs [_______________________________]
to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated ______________
2015, from the Company and acknowledged and agreed to by American Stock Transfer & Trust Company.


 


	 	Nephros, INC.	 
	 	 	 
	 	By: 	 	 
	 	Name: 	 	 
	 	Title: 	 	 







 




    	C-4



    	 



    

 


Annex II


 


Form of Notice of Effectiveness of Registration
Statement


 


[________________]


[________________]


[________________]


Attn: _________________


 


Re: Nephros, Inc.


 


Ladies and Gentlemen:


 


We are counsel to Nephros,
Inc. a Delaware corporation (the “Company”), and have represented the Company in connection with that certain
Securities Purchase Agreement, dated as of ____________, 2015 (the “Purchase Agreement”), entered into by and
among the Company and the buyers named therein (collectively, the “Purchasers”) pursuant to which the Company
issued to the Purchasers shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”),
and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Purchase Agreement of
even date, the Company agreed to register the resale of the Common Stock, including the shares of Common Stock issuable upon exercise
of the Warrants (collectively, the “Registrable Securities”), under the Securities Act of 1933, as amended
(the “Securities Act”). In connection with the Company’s obligations under the Purchase Agreement, on
                    ,
2015, the Company filed a Registration Statement on Form S-1 (File No. 333-                    )
(the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”)
relating to the Registrable Securities which names each of the Purchasers as a selling stockholder thereunder.


 


In connection with the foregoing,
we advise you that a member of the Commission’s staff has advised us by telephone that the Commission has entered an order
declaring the Registration Statement effective under the Securities Act at ____ [a.m.][p.m.] on __________, 2015, and we have
no knowledge that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending
before, or threatened by, the Commission and the Registrable Securities are available for resale under the Securities Act pursuant
to the Registration Statement.


 


This letter shall serve as
our standing notice to you that the Common Stock may be freely transferred by the Purchasers pursuant to the Registration Statement.
You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock
to the Purchasers or the transferees of the Purchasers, as the case may be, as contemplated by the Company’s Irrevocable
Transfer Agent Instructions dated _______ __, 2015. This letter shall serve as our standing instructions with regard to this matter.


 




    	C-5



    	 



    

 


	 	 	Very truly yours,
	 	 	 
	 	 	[__________]
	 	 	 	 
	 	 	By:	 


 


CC:           Purchasers







    	C-6



    	 



    

 


EXHIBIT D


 


WIRE INSTRUCTIONS


 


	Bank:	[__________]
	 	 
	Address:	[__________]
	 	 
	Bank ABA#:	[__________]
	 	 
	Account Name:	[__________]
	 	 
	Account #:	[__________]