SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D A3

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

NEPHROS, INC.

(Name of Issuer)

Shares of Common Stock, par value $0.001 per share

(Title of Class of Securities)

640671103

(CUSIP Number)

Arthur H. Amron, Esq.

Wexford Capital LP

411 West Putnam Avenue

Greenwich, CT 06830

(203) 862-7012

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

February 4, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

*    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 640671103
1	Names of Reporting Persons. I.R.S. Identification Nos. of above Persons (entities only)			Lambda Investors LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  p (b)  o
3	SEC Use Only
4	Source of Funds (See Instructions)			OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e			o
6	Citizenship or Place of Organization			Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power			0
		8	Shared Voting Power (see Item 5 below)			15,317,943
		9	Sole Dispositive Power			0
		10	Shared Dispositive Power (see Item 5 below)			15,317,943
11	Aggregate Amount Beneficially Owned by Each Reporting Person					15,317,943
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13	Percent of Class Represented by Amount in Row (11)				65.98%
14	Type of Reporting Person (See Instructions)			OO

CUSIP No. 640671103
1	Names of Reporting Persons. I.R.S. Identification Nos. of above Persons (entities only)			Wexford Capital LP
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  p (b)  o
3	SEC Use Only
4	Source of Funds (See Instructions)			OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e			o
6	Citizenship or Place of Organization			Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power			0
		8	Shared Voting Power (see Item 5 below)			15,385,976
		9	Sole Dispositive Power			0
		10	Shared Dispositive Power (see Item 5 below)			15,385,976
11	Aggregate Amount Beneficially Owned by Each Reporting Person					15,385,976
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13	Percent of Class Represented by Amount in Row (11)				66.08%
14	Type of Reporting Person (See Instructions)			PN

CUSIP No. 640671103
1	Names of Reporting Persons. I.R.S. Identification Nos. of above Persons (entities only)			Wexford GP LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  p (b)  o
3	SEC Use Only
4	Source of Funds (See Instructions)			OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e			o
6	Citizenship or Place of Organization			Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power			0
		8	Shared Voting Power (see Item 5 below)			15,385,976
		9	Sole Dispositive Power			0
		10	Shared Dispositive Power (see Item 5 below)			15,385,976
11	Aggregate Amount Beneficially Owned by Each Reporting Person					15,385,976
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13	Percent of Class Represented by Amount in Row (11)				66.08%
14	Type of Reporting Person (See Instructions)			OO

CUSIP No. 640671103
1	Names of Reporting Persons. I.R.S. Identification Nos. of above Persons (entities only)			Charles E. Davidson
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  p (b)  o
3	SEC Use Only
4	Source of Funds (See Instructions)			OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e			o
6	Citizenship or Place of Organization			United States
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power			0
		8	Shared Voting Power (see Item 5 below)			15,385,976
		9	Sole Dispositive Power			0
		10	Shared Dispositive Power (see Item 5 below)			15,385,976
11	Aggregate Amount Beneficially Owned by Each Reporting Person					15,385,976
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13	Percent of Class Represented by Amount in Row (11)				66.08%
14	Type of Reporting Person (See Instructions)			IN

CUSIP No. 640671103
1	Names of Reporting Persons. I.R.S. Identification Nos. of above Persons (entities only)			Joseph M. Jacobs
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  p (b)  o
3	SEC Use Only
4	Source of Funds (See Instructions)			OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e			o
6	Citizenship or Place of Organization			United States
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power			0
		8	Shared Voting Power (see Item 5 below)			15,385,976
		9	Sole Dispositive Power			0
		10	Shared Dispositive Power (see Item 5 below)			15,385,976
11	Aggregate Amount Beneficially Owned by Each Reporting Person					15,385,976
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13	Percent of Class Represented by Amount in Row (11)				66.08%
14	Type of Reporting Person (See Instructions)			IN

This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D modifies and supplements the Schedule 13D initially filed with the Securities and Exchange Commission (the “Commission”) on October 1, 2007 with respect to the common stock, $0.001 par value per share (the “Common Stock”), of Nephros, Inc. (the “Company”), as amended by Amendment No. 1 to the Statement filed with the Commission on February 12, 2010 (“Amendment No. 1”) and  Amendment No. 2 to the Statement filed with the Commission on March 21, 2011 (“Amendment No. 2”, and together with the initial Schedule 13D and Amendment No. 1, the “Statement”).  Except to the extent amended or supplemented by the information contained in this Amendment No.3, the Statement remains in full force and effect.  Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby amended to add the following:

The consideration used to fund the Loan (as defined below) was $1,300,000, which Lambda paid out of its general funds.

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby amended to add the following:

On February 4, 2013, Lambda loaned the Company $1,300,000 (the “Loan”) pursuant to a secured promissory note (the “Promissory Note”). The Promissory Note bears interest at the rate of 12% per annum and matures on August 4, 2013, at which time all principal and accrued interest will be due; provide, however, the Company has agreed to prepay amounts due under the Promissory Note with the cash proceeds from (a) the Rights Offering (as defined below), (b) any other equity or debt financing by the Company or any subsidiary, or (c) the issuance or incurrence of any other indebtedness or the sale of any assets outside the ordinary course of business, in each case prior to the maturity date. If the Company does not pay principal and interest under the Promissory Note when due, the interest rate increases to 16% per annum. The Company may prepay the Promissory Note without penalty at any time. The Promissory Note is secured by a first priority lien on substantially all of the Company’s property, including its intellectual property.

In consideration for the Loan, the Promissory Note requires the Company to pay Lambda $100,000 for legal fees and other expenses incurred in connection with the Loan and the Rights Offering. Pursuant to the Promissory Note, the Company is required to undertake a registered rights offering of five million shares of Common Stock, at a price of $0.60 per share, for aggregate gross proceeds of $3.0 million (the “Rights Offering”), and use the proceeds thereof to, among other things, pay off the Loan.  The Company has also agreed to pay Lambda an 8% sourcing/financing fee ($104,000) in connection with the Loan.

In connection with the Loan, the Company entered into a registration rights agreement with Lambda (the “Registration Rights Agreement”) on February 4, 2013, pursuant to which the Company agreed to file, within 30 days after the closing of the Rights Offering, a registration statement on Form S-1 or other appropriate form (if the Company is not then eligible to use Form S-3) covering the resale of the Common Stock acquired by Lambda in the Rights Offering.  The Company has agreed to pay all expenses associated with such registration statement and the resale of shares by Lambda under such registration statement and agreed to use its reasonable best efforts to keep such registration statement continuously effective until such time as all securities registered on such registration statement have been sold or are eligible for sale without restriction under all applicable securities laws.

In the Promissory Note, the Company also agreed that all the warrants held by Lambda will be amended to expire March 10, 2017.

The Reporting Persons hold their Common Stock and warrants to purchase Common Stock for investment purposes.

Except as set forth above, none of the Reporting Persons have any plans or proposals which relate to or would result in (i) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company, (ii) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its securities, (iii) a sale or transfer of a material amount of the assets of the Company or any of its subsidiaries, (iv) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (v) any material change in the present capitalization or dividend policy of the Company, (vi) any other material change in the Company's business or corporate structure, (vii) changes in the Company's charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person, (viii) causing a class of the securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter dealer quotation system of a registered national securities association, (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, or (x) any action similar to any of those enumerated above. However, each of the Reporting Persons retains its rights to modify its plans with respect to the transactions described in this Item 4, to acquire or dispose of securities of the Company and to formulate plans and proposals that could result in the occurrence of any such events, subject to applicable laws and regulations.

Item 5. Interest in Securities of the Issuer

Item 5 of the Statement is amended and restated in its entirety as follows:

The aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons as of February 13, 2013, calculated as described below, are as follows:

Lambda Investors LLC
(a)  Amount beneficially owned:	15,317,943	Percent of class:		65.98%
(b)  Number of shares as to which the person has:
(i)   Sole power to vote or to direct the vote:			0
(ii)  Shared power to vote or to direct the vote:			15,317,943
(iii) Sole power to dispose or to direct the disposition of:			0
(iv)  Shared power to dispose or to direct the disposition of:			15,317,943

Wexford Capital LP
(a)  Amount beneficially owned:	15,385,976	Percent of class:		66.08%
(b)  Number of shares as to which the person has:
(i)   Sole power to vote or to direct the vote:			0
(ii)  Shared power to vote or to direct the vote:			15,385,976
(iii) Sole power to dispose or to direct the disposition of:			0
(iv)  Shared power to dispose or to direct the disposition of:			15,385,976

Wexford GP LLC
(a)  Amount beneficially owned:	15,385,976	Percent of class:		66.08%
(b)  Number of shares as to which the person has:
(i)   Sole power to vote or to direct the vote:			0
(ii)  Shared power to vote or to direct the vote:			15,385,976
(iii) Sole power to dispose or to direct the disposition of:			0
(iv)  Shared power to dispose or to direct the disposition of:			15,385,976

Charles E. Davidson
(a)  Amount beneficially owned:	15,385,976	Percent of class:		66.08%
(b)  Number of shares as to which the person has:
(i)   Sole power to vote or to direct the vote:			0
(ii)  Shared power to vote or to direct the vote:			15,385,976
(iii) Sole power to dispose or to direct the disposition of:			0
(iv)  Shared power to dispose or to direct the disposition of:			15,385,976
Joseph M. Jacobs
(a)  Amount beneficially owned:	15,385,976	Percent of class:		66.08%
(b)  Number of shares as to which the person has
(i)   Sole power to vote or to direct the vote:			0
(ii)  Shared power to vote or to direct the vote:			15,385,976
(iii) Sole power to dispose or to direct the disposition of:			0
(iv)  Shared power to dispose or to direct the disposition of:			15,385,976

Each aggregate number of shares of Common Stock beneficially owned listed above was calculated by taking the number of shares of Common Stock beneficially owned or held, as applicable, by each Reporting Person and increasing such number, to the extent applicable, for each Reporting Person to reflect the assumed exercise of all warrants and options to purchase shares of Common Stock beneficially owned by such Reporting Person.  Each of the percentages listed above was determined by dividing the relevant number of shares of Common Stock beneficially owned or held, as applicable, by each Reporting Person (calculated in accordance with the previous sentence) by 11,627,902, the number of shares of Common Stock outstanding as of November 5, 2012, as report to the Commission in the Company’s last 10Q filed November 9, 2012, increased, to the extent applicable, for each Reporting Person to reflect the assumed exercise of all warrants and options to purchase shares of Common Stock beneficially owned by such Reporting Person.

Wexford Capital may, by reason of its status as managing member of Lambda, be deemed to own beneficially the shares of Common Stock of which Lambda possess beneficial ownership. Wexford GP may, by reason of its status as General Partner of Wexford Capital, be deemed to own beneficially the shares of Common Stock of which Lambda possess beneficial ownership. Each of Messrs. Davidson and Jacobs may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the shares of Common Stock of which Lambda possess beneficial ownership. Each of Wexford Capital, Wexford GP, Davidson and Jacobs shares the power to vote and to dispose of the shares of Common Stock beneficially owned by Lambda.  Each of Wexford Capital, Wexford GP and Messrs. Davidson and Jacobs disclaims beneficial ownership of the shares of Common Stock owned by Lambda and this report shall not be deemed as an admission that they are the beneficial owner of such securities except, in the case of Davidson and Jacobs, to the extent of their respective personal ownership interests in any of the members of Lambda.

Since the date of the Amendment No. 2, the Company granted to each of Mr. Arthur H. Amron, a Partner and Secretary of Wexford Capital LP and Dr. Paul Mieyal, an employee of Wexford Capital LP, in respect of their service as a director of the Company (i) an option to purchase 32,000 shares of Common Stock of the Company on March 24, 2011 with an exercise price of $0.51 (the “2011 Option”); and (ii) on February 16, 2012, an option to purchase 10,000 shares of Common Stock of the Company with an exercise price of $0.83 (the “2012 Option”). Upon issuance both the 2011 Option and the 2012 Option were assigned to Wexford Capital LP. The 2011 Option vested immediately with respect to 12,800 shares. The remainder has or will vest in annual installments of 6,400 shares on the first, second and third anniversary date of the issue date. The 2012 Option vested immediately with respect to 3,334 shares. The remainder has or will vest in annual installments of 3,333 shares on the first and second anniversary date of the issue date.

Except as set forth in Item 4 above, the Reporting Persons have not effected any transactions in the Common Stock during the 60 days preceding the date of this Amendment No. 3.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Statement is hereby amended to add the following:

The disclosure concerning the Loan, Promissory Note and Registration Rights Agreement and related transactions contained in Item 4 is incorporated herein by reference.

Item 7.    Material to be Filed as Exhibits

Exhibits

*1 Senior Secured Note dated February 4, 2013 issued to Lambda Investors LLC.

*2 Registration Rights Agreement by and between the Company and Lambda Investors LLC dated February 4, 2013

______________

* Filed herewith.

* * * * *

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2013

LAMBDA INVESTORS LLC
By:	/s/ Arthur H. Amron
Name:	Arthur H. Amron
Title:	Vice President and Assistant Secretary
WEXFORD CAPITAL LP
By:	/s/ Arthur H. Amron
Name:	Arthur H. Amron
Title:	Partner and Secretary
WEXFORD GP LLC
By:	/s/ Arthur H. Amron
Name:	Arthur H. Amron
Title:	Vice President and Assistant Secretary
/s/ Charles E. Davidson
CHARLES E. DAVIDSON
/s/ Joseph M. Jacobs
JOSEPH M. JACOBS

EX-1.1

Exhibit 1

EXECUTION COPY

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT

OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE

DISPOSED OF UNLESS REGISTERED UNDER THAT ACT

OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

NEPHROS, INC.

Senior Secured Note

Due August 4, 2013

$1,300,000                                                                                                                                                                             No. R-2013-A-1                                                                                     February 4, 2013

Nephros, Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to the order of LAMBDA INVESTORS LLC (the “Lender”) or its registered assigns, the principal sum of ONE MILLION THREE HUNDRED THOUSAND DOLLARS And No Cents ($1,300,000) on or before August 4, 2013, and to pay interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from the date hereof on the unpaid principal amount hereof at the rate of 12% per annum (but in no event in excess of the maximum non-usurious rate of interest permitted under applicable law), payable at the time the principal amount hereof shall have become due and payable, whether at maturity or by acceleration or otherwise, and thereafter at the rate of 16% per annum on any overdue principal amount and (to the extent permitted by applicable law) on any overdue interest until paid (but in no event in excess of the maximum non-usurious rate of interest permitted under applicable law).

All payments of principal and interest on this Note shall be in such coin or currency of the United States of America as at the time of payment shall be legal tender for payment of public and private debts.

If any payment on this Note is due on a day which is not a Business Day, it shall be due on the next succeeding Business Day.  For purposes of this Note, “Business Day” shall mean any day other than a Saturday, Sunday or a legal holiday or day on which banks are authorized or required to be closed in New York.

1.           Definitions.  As used herein, the term “Note” shall mean this Senior Secured Note Due August 4, 2013 and any Senior Secured Note or Notes subsequently issued upon exchange or transfer hereof, and shall include all amendments, supplements and other modifications thereto.  The term “Security Documents” shall mean (a) the Security Agreement by and between the Company and the Lender that was executed and delivered on the date of the original issuance of this Note, including all amendments, supplements and other modifications thereto, (b) the Intellectual Property Security Agreement by and between the Company and the Lender that was executed and delivered on the date of the original issuance of this Note, including all amendments, supplements and other modifications thereto, and (c) all other documents, agreements and instruments now or hereafter executed and delivered by the Company or any other person or entity (each, a “Person”) as security for the payment or performance of the Note, including all amendments, supplements and other modifications thereto.

2.           Transfer, Etc. of Note.  The holder of this Note may transfer this Note or sell participations herein without the consent of the Company.  The holder shall provide the Company with written notice of any transfer of this Note, which notice shall include the name and address of the transferee, and such other identification and other verification as the Company may reasonably request, whereupon the Company shall register the transferee as the owner and holder of this Note for all purposes.

3.           Loss, Theft, Destruction or Mutilation of Note.  In the case of any loss, theft or destruction of this Note, upon receipt of an affidavit of loss from the holder thereof, or, in the case of mutilation of this Note, upon surrender and cancellation of this Note, the Company will make and deliver, in lieu of this Note, a substitute Note of like tenor and unpaid principal amount and dated as of the date hereof.

4.           Persons Deemed Owners; Holders.  The Company may deem and treat the person in whose name this Note is registered as the owner and holder of this Note for the purpose of receiving payment of principal of and interest on this Note and for all other purposes whatsoever, whether or not this Note shall be overdue.  The terms “Noteholder” or “holder,” as used herein, shall be deemed to mean the person in whose name the Note is registered as aforesaid at such time.

5.           Prepayments.

(a)           Optional Prepayment.  Upon notice given as provided in Section 5(c), the Company may, at its option, prepay this Note, without premium or penalty, as a whole at any time or in part from time to time in principal amounts which shall be integral multiples of $1,000, together with any accrued and unpaid interest thereon through the date of such prepayment.

(b)           Mandatory Prepayments.

(i)            If on any date the Company or any subsidiary shall receive any Cash Proceeds (X) from the Rights Offering (as defined in Section 7(n), below), (Y) from any other issuance of debt or equity securities of the Company or any subsidiary (other than cashless exercises of warrants or options), or (Z) from any issuance or incurrence of any other Indebtedness (excluding any Indebtedness incurred in accordance with Section 7(j)), an amount equal to 100% of the Cash Proceeds therefrom shall be applied on the date of such receipt, issuance or incurrence toward the prepayment of this Note and any other amounts payable under the Loan Documents (as defined below) until all such amounts have been paid in full.  The provisions of this paragraph do not constitute a consent to the incurrence of any Indebtedness not permitted by Section 7(j).

(ii)           If on any date the Company or any of its subsidiaries shall receive Cash Proceeds from any Disposition of assets outside of the ordinary course of business, then on the date of receipt by the Company or such subsidiary of such Cash Proceeds, an amount equal to the amount of such Cash Proceeds shall be applied on the date of such receipt towards the prepayment of this Note and any other amounts payable under the Loan Documents until all such amounts have been paid in full.  The provisions of this paragraph do not constitute a consent to the consummation of any Disposition not permitted by Section 7(i).

(iii)           In connection with any mandatory prepayment pursuant to this Section 5(b), the Company shall give notice as provided in Section 5(c).

For purposes of this Note:

“Cash Proceeds” means, with respect to the Rights Offering, any other issuance of debt or equity securities of the Company or any subsidiary, any other issuance or incurrence of any Indebtedness by the Company or any subsidiary, or any Disposition, the cash proceeds received by the Company and its subsidiaries in connection with such transaction (including any cash received in respect of non-cash proceeds, but only as and when received).

 “Disposition” means the sale, assignment, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by the Company or any of its subsidiaries, including any sale, assignment, transfer or other disposal, with or without recourse, of any intellectual property or any rights and claims associated therewith.  “Dispose of” has a corresponding meaning.

 (c)           Notice of Prepayment.  The Company shall give written notice of any prepayment of this Note or any portion hereof pursuant to Section 5(a) or Section 5(b) not less than five (5) nor more than sixty (60) days prior to the date fixed for such prepayment.  Such notice of prepayment and all other notices to be given to the holder of this Note shall be given by registered or certified mail to the Person in whose name this Note is registered at its address designated on the register maintained by the Company on the date of mailing such notice of prepayment or other notice.  Upon notice of prepayment being given as aforesaid, the Company covenants and agrees that it will prepay, on the date therein fixed for prepayment, this Note or the portion hereof, as the case may be, so called for prepayment.

(d)           Allocation of All Payments.  Payments hereunder shall be applied first to unpaid fees and expenses, next to accrued and unpaid interest, and thereafter to the unpaid principal of this Note.

(e)           Interest After Date Fixed for Prepayment.  If this Note or a portion hereof is called for prepayment as herein provided, whether optional or mandatory, this Note or such portion shall cease to bear interest on and after the date fixed for such prepayment unless, upon presentation for such purpose, the Company shall fail to pay this Note or such portion, as the case may be, in which event this Note or such portion, as the case may be, and, so far as may be lawful, any overdue installment of interest, shall bear interest on and after the date fixed for such prepayment and until paid at the rate per annum provided herein for overdue amounts.

(f)           Surrender of Note; Notation Thereon.  Upon any prepayment of a portion of the principal amount of this Note, the holder hereof, at its option, may require the Company to execute and deliver at the expense of the Company (other than for transfer taxes, if any), upon surrender of this Note, a substitute Note registered in the name of such Person as may be designated by such holder for the principal amount of this Note then remaining unpaid, dated as of the date hereof, or may present this Note to the Company for notation hereon of the payment of the portion of the principal amount of this Note so prepaid.

6.           Representations and Warranties.  The Company hereby represents and warrants that:

(a)           Organization, Qualifications and Corporate Power.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to do business as a foreign corporation and in good standing in each jurisdiction in which it is required to be so licensed or qualified with respect to the operations of its business, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, assets, results of operations or condition (financial or other) of the Company and its business.  The Company has all requisite power and authority to own, operate and lease its assets and to carry on its business as it is now being conducted and to execute and deliver this Note and the Security Documents, and to perform its obligations hereunder and thereunder.

(b)           Authorization of Agreements, Etc.  The execution and delivery by the Company of this Note and Security Documents, and the performance by the Company of its respective obligations hereunder and thereunder have been duly authorized by all requisite corporate action.

(c)           Validity.  This Note and the Security Documents have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect affecting the enforcement of creditors’ rights generally and to general equity principles.

(d)           Non-Contravention.  The execution, delivery and performance by the Company of this Note and the Security Documents will not:  (i) violate any provision of any law, any order of any court or other agency of government or permits currently in effect to which the Company is subject; (ii) result in a breach of, or constitute a default under, the provisions of any indenture, loan or credit agreement or any other agreement, lease or instrument to which the Company is subject or by which it or any of its assets is bound; or (iii) result in, or require, the creation or imposition of any lien, security interest, mortgage, pledge, charge or encumbrance of any nature whatsoever (each, a “Lien”) with respect to any of the assets of the Company or any of its subsidiaries, except as created pursuant to the Security Documents.

(e)           Governmental Approvals.  No registration or filing with, or consent or approval of, or other action by, any Federal, state or other governmental agency or instrumentality is or will be necessary for the valid execution, delivery and performance of the Security Documents or the issuance, sale and delivery of this Note, except as contemplated by the Security Documents.

7.           Covenants Relating to the Note.  The Company covenants and agrees that so long as the Note shall be outstanding:

(a)           Maintenance of Office.  The Company will maintain an office or agency in such place in the United States of America as the Company may designate in writing to the registered holder of this Note, where this Note may be presented for registration of transfer and for exchange as herein provided, where notices and demands to or upon the Company in respect of this Note may be served and where this Note may be presented for payment.  Until the Company otherwise notifies the holder hereof, said office shall be the principal office of the Company located at 41 Grand Avenue, River Edge, New Jersey 07661.

(b)           Payment of Taxes.  The Company will promptly pay and discharge or cause to be paid and discharged, before the same shall become in default, all material taxes and assessments imposed upon the Company or any of its subsidiaries or upon the income and profits of the Company or any of its subsidiaries, or upon any property, real, personal or mixed, belonging to the Company or any of its subsidiaries, or upon any part thereof by the United States or any State thereof, as well as all material claims for labor, materials and supplies which, if unpaid, would become a Lien upon such property or any part thereof; provided, however, that neither the Company nor any of its subsidiaries shall be required to pay and discharge or to cause to be paid and discharged any such tax, assessment, charge, levy or claim so long as both (i) the Company has established adequate reserves for such tax, assessment, charge, levy or claim and (ii) the Company or a subsidiary shall be contesting the validity thereof in good faith by appropriate proceedings.

(c)           Corporate Existence.  The Company will do or cause to be done all things necessary and lawful to preserve and keep in full force and effect (i) its corporate existence and the existence of each of its subsidiaries and (ii) the material rights and franchises of the Company and each of its subsidiaries under the laws of the United States or any state thereof, or, in the case of subsidiaries organized and existing outside the United States, under the laws of the applicable jurisdiction; provided, however, that, subject to Section 7(i) below, nothing in this paragraph (c) shall prevent the abandonment or termination of any rights or franchises of the Company, or the liquidation or dissolution of, or a Disposition (whether through merger, consolidation, sale or otherwise) of all or any substantial part of the property and assets of, any subsidiary or the abandonment or termination of the existence, rights and franchises of any subsidiary if such abandonment, termination, liquidation, dissolution or Disposition is, in the good faith business judgment of the Company, in the best interests of the Company and not materially disadvantageous to the holder of this Note.

(d)           Maintenance of Property.  The Company will at all times maintain and keep, or cause to be maintained and kept, in good repair, working order and condition (reasonable wear and tear excepted) all significant properties of the Company and its subsidiaries used in the conduct of the business of the Company and its subsidiaries, and will from time to time make or cause to be made all needful and proper repairs, renewals, replacements, betterments and improvements thereto necessary so that the business of the Company and its subsidiaries may be conducted at all times in the ordinary course consistent with past practice.

(e)           Insurance.  The Company will, and will cause each of its subsidiaries to, (i) keep adequately insured, by financially sound and reputable insurers, all property of a character usually insured by corporations engaged in the same or a similar business similarly situated against loss or damage of the kinds customarily insured against by such corporations and (ii) carry, with financially sound and reputable insurers, such other insurance (including without limitation liability insurance) in such amounts as are available at reasonable expense and to the extent believed advisable in good faith business judgment of the Company.

(f)           Keeping of Books.  The Company will at all times keep, and cause each of its subsidiaries to keep, proper books of record and account in which proper entries will be made of its transactions in accordance with generally accepted accounting principles consistently applied.

(g)           Transactions with Affiliates.  Except for transactions with Lender and its affiliates, the Company shall not enter into, and shall not permit any of its subsidiaries to enter into, any transaction with any of its or any subsidiary’s officers, directors, employees or any person related by blood or marriage to any such person or any entity in which any such person owns any beneficial interest, except for normal employment arrangements, benefit programs and employee incentive option programs on reasonable and customary terms.

(h)           Notice of Certain Events.  The Company shall, immediately after it becomes aware of the occurrence of (i) any Event of Default (as hereinafter defined) or any event which, upon notice or lapse of time or both, would constitute such an Event of Default, or (ii) any action, suit or proceeding at law or in equity or by or before any governmental instrumentality or agency which could reasonably be expected to materially impair the right of the Company to carry on its business substantially as then conducted, or could reasonably be expected to have a material adverse effect on the properties, assets, financial condition, operating results or business of the Company and its subsidiaries taken as a whole, give notice to the holder of this Note, specifying the nature of such event.

(i)           Consolidation, Merger and Sale.  The Company shall not, and shall not permit any of its subsidiaries to, consolidate or merge with or into, or sell or otherwise Dispose of all or any material portion of its property or the property of the Company and its subsidiaries taken as a whole in one or more related transactions to, any other Person or Persons.

(j)           Limitation on Indebtedness and Disqualified Stock.  The Company shall not, and shall not permit any of its subsidiaries to, (i) incur or permit to remain outstanding any indebtedness for money borrowed (“Indebtedness”), except (A) the Note, (B) Indebtedness existing on the date of original issuance of this Note (or, if applicable, the earliest predecessor Note) and described in the Company’s public SEC filings prior to such date, and (C) such Indebtedness as may be mutually agreed upon by the Company and the holder of the Note, or (ii) issue any capital stock (“Disqualified Stock”) of the Company or any of its subsidiaries which by its terms, or upon the happening of any event, matures, or is mandatorily redeemable, whether pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to May 4, 2014.  The term “Indebtedness” shall not include trade or other payables of or extensions of credit to the Company to or by the Company’s vendors in the ordinary course of business.

(k)           Restricted Payments.  The Company shall not, and shall not permit any of its subsidiaries to: (i) declare or pay any dividends on, or make any other distribution or payment on account of, or redeem, retire, purchase or otherwise acquire, directly or indirectly, any shares of any class of stock of the Company or any option, warrant or other security, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash, property or in obligations of the Company or any of its subsidiaries, except for (Y) distributions of shares of the same class of stock pro rata to all holders of shares of a class of stock and (Z) dividends, distributions or payments by any subsidiary to the Company or to any wholly-owned subsidiary of the Company, or (ii) make any payments of principal of, or retire, redeem, purchase or otherwise acquire any Indebtedness other than the Note (such declarations, payments, purchases, redemptions, retirements, acquisitions or distributions being herein called “Restricted Payments”).

(l)           Limitation on Liens.  The Company shall not, and shall not permit any of its subsidiaries to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist any Liens on any asset now owned or hereafter acquired, or on any income or profits therefrom or assign or convey any right to receive income therefrom, except for (i) liens for current taxes not yet due, (ii) landlord’s liens, (iii) purchase money liens, (iv) workman’s, materialman’s, warehouseman’s and similar liens arising by law or statute, and (v) liens in favor of the Noteholder pursuant to the Security Documents.

(m)           Inspection of Property.  The Company shall permit the holder hereof to visit and inspect any of the properties of the Company and any subsidiaries and their books and records and to discuss the affairs, finances and accounts of any of such entities with the principal officers of the Company and such subsidiaries and their independent public accountants, all at such reasonable times and as often as such holders may reasonably request.

(n)           Rights Offering.  The Company shall undertake an SEC registered rights offering to raise $3 million from its existing common stock shareholders and warrantholders (the “Rights Offering”) on the following terms:

(i)           All existing shareholders and warrantholders of the Company shall be eligible to participate in the Rights Offering pro rata based upon their pro rata equity interest in the Company, calculated on an as converted to common stock, fully-diluted basis (but excluding options).

(ii)           The Rights Offering shall be for the right to purchase up to an aggregate of 5 million new shares of common stock at a price of $0.60/share.

(iii)           The term of all the Company’s existing warrants held by the Lender (the “Lender Warrants”) will be amended to expire on March 10, 2017.

(iv)           During the period when the Rights Offering is open to shareholders and warrantholders, the public warrantholders of the Company holding those warrants issued at the close of the March 2011 rights offering shall have the one-time right, at their option, to exercise such warrants for the discounted exercise price of $0.30/share.  Such discount shall not apply to any Lender Warrants.

(v)           The Noteholder, any other shareholder or warrantholder of the Company or any third party will have the right to oversubscribe for any unsubscribed shares in the Rights Offering.  Any party that seeks to subscribe for such shares shall provide the Company with a binding commitment not later than the date of the closing of the Rights Offering.  If there are not enough unsubscribed shares to meet the amounts requested by such parties, the unsubscribed shares shall be allocated among them pro rata based on the amounts requested (the “Oversubscription Process”).  The closing on the Oversubscription Process shall occur not more than ten (10) business days following the closing of the Rights Offering.

(vi)           The Company shall have obtained shareholder approval, or provided evidence to Lender, which Lender determines in its discretion is sufficient,  that such shareholder approval is not required, for the authorized shares of common stock required in connection with the Rights Offering and for the transactions contemplated thereby.

(vii)           The Company shall have obtained board of directors and SEC approval of a registration statement for the issuance of shares of common stock in connection with the Rights Offering.

(viii)           The Lender’s exercise of its basic subscription privilege in the Rights Offering shall be subject to the Company’s satisfaction of its obligations under this clause (n) (other than under subclause (xi) which obligations arise after the closing of the Rights Offering).

(ix)           The Company shall have received all other required approvals and consents.

(x)           The definitive agreements relating to the Rights Offering shall include customary representations and warranties by the Company and customary covenants satisfactory to the Noteholders.

(xi)           The Company shall file with the SEC a registration statement on Form S-1 or another appropriate form in accordance herewith and with the Securities Act of 1933, as amended (except if the Company is then eligible to use Form S-3, such registration statement shall be on Form S-3) covering the resale by the Noteholders of the common stock issued in connection with the Rights Offering (the “Registration Statement”) and shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective within ninety (90) calendar days after the filing date, or within one-hundred and eighty (180) calendar days after the filing date in the event the Registration Statement is reviewed by the SEC.  The Company shall use its commercially reasonable efforts to keep the Registration Statement continuously effective until such time as all the securities have been sold thereunder or the securities may be sold without restriction under applicable securities laws, subject to normal and customary blackout periods.  The registration rights specified in this clause (xi) shall be embodied in a registration rights agreement in customary form between the Company and the Noteholders.

(o)           Fees & Expenses.  Without limitation of the last sentence of Section 10, the Company shall pay the Lender in respect of the legal fees and other expenses of the Lender in connection with the issuance of this Note a payment in the amount of $50,000, and in connection with the Rights Offering, a payment of an additional $50,000.  Such amounts shall be due and payable in full, in cash, upon the consummation of the Rights Offering or, if earlier, upon the maturity of any principal of this Note (whether at stated maturity, at a date fixed for optional or mandatory prepayment, upon acceleration pursuant to Section 9 or otherwise), and, if then unpaid, shall thereafter constitute additional principal amounts under this Note, bearing interest at the rate provided herein for overdue principal amounts.

8.           Modification by Holders; Waiver.  The Company may, with the written consent of the holder of this Note, modify the terms and provisions of this Note or the rights of the holder of this Note or the obligations of the Company hereunder, and the observance by the Company of any term or provision of this Note may be waived with the written consent of the holder.  Notwithstanding the foregoing, no amendment, modification, or waiver of any provision of this Note will be valid unless the same is in a writing expressly stating that the intent of such writing is to amend, modify or waive a right under this Note.

Any such modification or waiver shall apply and shall be binding upon each future holder of this Note and upon the Company, whether or not such Note shall have been marked to indicate such modification or waiver, but any substitute Note issued thereafter shall bear a notation referring to any such modification or waiver.

9.           Events of Default.  If any one or more of the following events, herein called “Events of Default,” shall occur (for any reason whatsoever, and whether such occurrence shall, on the part of the Company or any of its subsidiaries, be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of a court of competent jurisdiction or any order, rule or regulation of any administrative or other governmental authority) and such Event of Default shall be continuing:

(i)           default shall be made in the payment of the principal of this Note when and as the same shall become due and payable, whether at maturity or at a date fixed for prepayment or repurchase (including default of any optional or mandatory prepayment in accordance with the requirements of Section 5) or by acceleration or otherwise; or

(ii)           default shall be made in the payment of any installment of interest on this Note according to its terms when and as the same shall become due and payable; or

(iii)           default shall be made in the prompt observance or performance of any covenant, condition or agreement on the part of the Company contained herein in Section 7, and such default shall continue for ten (10) days after written notice thereof; or

(iv)           default shall be made in the prompt observance or performance of any other covenant, condition or agreement on the part of the Company to be observed or performed pursuant to the terms hereof, and such default shall continue for ten (10) days after written notice thereof, specifying such default and requesting that the same be remedied; or

(v)           any representation or warranty made by or on behalf of the Company herein or in any Security Document shall prove to have been false or incorrect in any material respect on the date on or as of which made; or

(vi)           default shall be made in the performance of or compliance with any term contained in any fee letter related to the Note, any Security Document or any other document, instrument or agreement (collectively, the “Loan Documents”) delivered by the Company or any subsidiary in order to grant or perfect Liens on any assets thereof as security for all or any of the obligations of the Company under the Loan Documents, or to govern or evidence any such obligations, and such default shall continue for ten (10) days after written notice thereof; or

(vii)           the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Company or any of its subsidiaries in any involuntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar laws, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries for any substantial part of any of their property or ordering the winding-up or liquidation of any of their affairs and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or

(viii)           the commencement by the Company or any of its subsidiaries of a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar laws, or the consent by any of them to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Company or any of its subsidiaries for any substantial part of any of their property, or the making by any of them of any general assignment for the benefit of creditors, or the failure of the Company or of any of its subsidiaries on a regular or continuing basis to pay its debts as such debts become due, or the taking of corporate action by the Company or any of its subsidiaries in furtherance of or which might reasonably be expected to result in any of the foregoing; or

(ix)           a default or an event of default as defined in any instrument evidencing or under which the Company or any of its subsidiaries has outstanding at the time any Indebtedness in excess of $100,000 in aggregate principal amount shall occur, and as a result thereof the maturity of any such Indebtedness shall have been, or at the option of the holder thereof could be, accelerated so that the same shall have become or could be declared to be due and payable prior to the date on which the same would otherwise have become due and payable; or

(x)           final judgment (not reimbursed by insurance policies of the Company or any of its subsidiaries) for the payment of money in excess of $100,000 shall be rendered against the Company or any of its subsidiaries and the same shall remain undischarged for a period of thirty (30) days during which execution shall not be effectively stayed; or

(xi)           any Loan Document shall, at any time, cease to be in full force and effect (other than by reason of a release thereunder in accordance with the terms hereof or thereof, the satisfaction in full of the obligations thereunder or any other termination of such Loan Document in accordance with the terms hereof or thereof) in any material respect, shall be declared null and void, or the validity or enforceability thereof shall be contested in writing by the Company or any subsidiary, or the holder of this Note shall not have or shall cease to have a valid security interest in any collateral purported to be covered thereby, perfected and with the priority contemplated by the Loan Documents;

then any holder may, at its option, by a notice in writing to the Company declare the Note to be, and the Note shall thereupon be and become, immediately due and payable together with interest accrued thereon, without diligence, presentment, demand, protest, notice of acceleration, notice of intent to accelerate or further notice of any kind, all of which are expressly waived by the Company to the extent permitted by law; provided, however, that upon the occurrence of an Event of Default under paragraphs (vii) or (viii) above, the Note shall automatically become due and payable, together with interest accrued thereon, without any further action of the holder.

At any time after any declaration of acceleration has been made as provided in this Section 9, the holder of the Note may, by notice to the Company, rescind such declaration and its consequences with respect to the Note, provided, however, that no such rescission shall extend to or affect any subsequent default or Event of Default or impair any right consequent thereon.

10.           Suits for Enforcement.  In case any one or more of the Events of Default shall happen and be continuing (subject to any applicable cure period expressly set forth herein), the holder of this Note may proceed to protect and enforce its rights by suit in equity, action at law and/or by other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Note or in aid of the exercise of any power granted in this Note, or may proceed to enforce the payment of this Note or to enforce any other legal or equitable right of the holder of this Note.

In case of any default under this Note, the Company will pay to the holder hereof collection costs and attorneys’ fees, to the extent actually incurred.

11.           Remedies Cumulative.  No remedy herein conferred upon the holder of this Note is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.

12.           Remedies Not Waived.  No course of dealing between the Company and the holder of this Note nor any delay on the part of the holder hereof in exercising any rights hereunder shall operate as a waiver of any right of the holder of this Note.

13.           Successors and Assigns.  All the covenants, stipulations, promises and agreements in this Note contained by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not.

14.           Notices.  All notices, requests, demands and other communications required or permitted under this Note shall be in writing (which shall include notice by facsimile transmission) and shall be deemed to have been duly made and received when personally served, or when delivered by Federal Express or a similar overnight courier service, expenses prepaid, or by facsimile communications equipment, addressed as set forth below:

If to the Lender:

Lambda Investors LLC

Attn: Arthur Amron

c/o Wexford Capital LP

Wexford Plaza

411 West Putnam Avenue

Greenwich, CT 06830

Tel: (203) 862-7012

Fax: (203) 862-7312

If to the Company:

Nephros, Inc.

Attn: Gerald J. Kochanski, Chief Financial Officer

41 Grand Ave.

River Edge, NJ 07661

Tel: (201) 343-5202

Fax: (201) 343-5207

Any party may alter the address to which communications are to be sent by giving the other parties written notice of such change of address in conformity with the provisions providing for the giving of notice.

15.           GOVERNING LAW.  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING THE CONFLICTS OF LAWS RULES THEREOF.

16.           Submission To Jurisdiction; Waivers; WAIVEROF JURY TRIAL.  THE COMPANY HEREBY IRREVOCABLY, UNCONDITIONALLY AND WITH ADVICE OF COUNSEL:

(a)           submits for itself and its property in any legal action or proceeding relating to this Note and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of Delaware, the courts of the United States of America for the District of Delaware, and appellate courts from any thereof;

(b)           consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)           agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Company at its address set forth in Section 7(a) or at such other address of which the holder shall have been notified pursuant thereto;

(d)           agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and

(e)           WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM RELATED TO ANY OF THE FOREGOING.

17.           Limitation on Interest.  It is the intention of the parties hereto that the Company, the Lender and each other holder shall conform strictly to usury laws applicable to it.  Accordingly, if the transactions contemplated hereby or by any other Loan Document would be usurious as to any holder under laws applicable to it, then, in that event, notwithstanding anything to the contrary in this Note or any other Loan Document or any agreement entered into in connection with or as security for this Note, it is agreed as follows: (i) the aggregate of all consideration that constitutes interest under law applicable to any holder that is contracted for, taken, reserved, charged or received by the holder under this Note or any other Loan Document or agreements or otherwise in connection with this Note shall under no circumstances exceed the maximum amount allowed by such applicable law, any excess shall be canceled automatically and if theretofore paid shall be credited by the holder on the principal amount of the Note (or, to the extent that the principal amount of the Note shall have been or would thereby be paid in full, refunded by the holder to the Company); and (ii) in the event that the maturity of this Note is accelerated by reason of any Event of Default under this Note or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to the holder may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Note or otherwise shall be canceled automatically by the holder as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by the holder on the principal amount of the Note (or, to the extent that the principal amount of the Note shall have been or would thereby be paid in full, refunded by the holder to the Company).  All sums paid or agreed to be paid to the holder for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to the holder, be amortized, prorated, allocated and spread throughout the full term of the Note until payment in full so that the rate or amount of interest on account of the Note does not exceed the maximum amount allowed by such applicable law.

18.           Entire Agreement.  This Note, together with the Security Agreement and the Intellectual Property Security Agreement referred to in Section 1 hereof (collectively, the “Closing Date Documents”), constitute the final agreement between the Company and the Lender.  The Closing Date Documents are the complete and exclusive expression of the parties’ agreement on the matters contained in the Closing Date Documents.  All prior and contemporaneous negotiations, writings and agreements between the parties and their counsel on the matters contained in the Closing Date Documents are expressly merged into and superseded by the Closing Date Documents.  The provisions of the Closing Date Documents may not be explained, supplemented, interpreted or qualified through evidence of trade usage, a prior course of dealings or correspondence between the parties or their counsel, and no such trade usage, prior course of dealings or correspondence shall give rise to any implied covenants or other implied terms.  In entering into the Closing Date Documents, neither party has relied upon any statement, representation, warranty, or agreement of the other party or any of its agents or attorneys except for those expressly contained in the Closing Date Documents.

19.           Headings.  The headings of the sections and paragraphs of this Note are inserted for convenience only and do not constitute a part of this Note.

[Remainder of Page Intentionally Left Blank]

West 200100878-7

IN WITNESS WHEREOF, Nephros, Inc. has caused this Note to be signed in its corporate name by one of its officers thereunto duly authorized and to be dated as of the day and year first above written.

NEPHROS, INC.

By:  /s/ John C. Houghton

Name:  John C. Houghton

Title:  President and CEO

EX-2.1

Exhibit 2

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 4, 2013, by and between NEPHROS, INC., a Delaware corporation (the “Company”), and LAMBDA INVESTORS LLC (“Lambda”).

WHEREAS, Lambda is the beneficial owner of certain securities issued by the Company; and

WHEREAS, the Company and Lambda deem it to be in their respective best interests to set forth the rights of the Holders in connection with the Registrable Securities (as defined below).

NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations hereinafter set forth, the Company and Lambda, intending legally to be bound, hereby agree as follows.

Section 1.Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” of any person means any other person who either directly or indirectly is in control of, is controlled by, or is under common control with such person.

“Business Day” shall mean any Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in The City of New York are authorized by law, regulation or executive order to close.

“Common Stock” shall mean the common stock, par value $0.001 per share, of the Company.

“Effectiveness Date” shall mean, with respect to the Resale Registration Statement, the ninetieth (90th) day following the Filing Date in the event the Resale Registration Statement is not subject to review by the SEC, or the one hundred eightieth (180th) day following the Filing Date in the event the Resale Registration Statement is reviewed by the SEC; provided that, if the Effectiveness Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the SEC is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

“Effectiveness Period” shall have the meaning set forth in Section 3(a).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended (or any similar successor federal statute), and the rules and regulations thereunder, as the same are in effect from time to time.

“Filing Date” shall mean thethirtieth (30th) dayafter the closing of the Rights Offering; provided that, if the Filing Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the SEC is authorized or required by law or other government actions to close, the Filing Date shall be the following Business Day.

“Form S-1” shall mean such long registration form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which does not permit inclusion or incorporation of certain information by reference to other document filed by the Company with the SEC.

“Form S-3” shall mean such short registration form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

“Holder” shall mean Lambda and any transferee or assignee of record of Registrable Securities in accordance with Section 10(c) or any other person owning of record Registrable Securities that have not been sold to the public.

“Losses” shall have the meaning set forth in Section 5(a).

 “Person” shall mean an individual, partnership, corporation, limited liability company, joint venture, trust or unincorporated organization, a government or agency or political subdivision thereof or any other entity.

“Prospectus” shall mean the prospectus included in any Registration Statement, as amended or supplemented by a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus.

“Registrable Securities” shall mean shares of Common Stock issued or issuable to Lambda in the Rights Offering, and (ii) any other securities issued as a result of, or in connection with, any stock dividend, stock split or reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange or distribution in respect of the Common Stock referred to above.

“Registration Statement” shall mean any registration statement which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included therein, all amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

“Resale Registration Statement” shall mean the Registration Statement referred to in Section 3(a).

“Restricted Securities” shall have the meaning set forth in Section 2 hereof.

“Rights Offering” shall mean the Company’s registered offering of up to an aggregate of 5,000,000 shares of Common Stock at a price of $0.60 per share.

“Rule 144” shall mean Rule 144 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that may be promulgated by the SEC.

“Rule 415” shall mean Rule 415 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that may be promulgated by the SEC.

“SEC” shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

“Securities Act” shall mean the Securities Act of 1933, as amended (or any similar successor federal statute), and the rules and regulations thereunder, as the same are in effect from time to time.

“Underwritten Offering” shall mean a registered offering in which securities of the Company are sold to an underwriter for reoffering to the public.

Section 2.Securities Subject to this Agreement

. The securities entitled to the benefits of this Agreement are the Registrable Securities but, with respect to any particular Registrable Security, only so long as such security continues to be a Restricted Security. A Registrable Security that has ceased to be a Restricted Security cannot thereafter become a Restricted Security. As used herein, a Restricted Security shall cease to be a Restricted Security, and will no longer be a Registrable Security hereunder, when: (i) it has been registered under the Securities Act, the registration statement in connection therewith has been declared effective and such Restricted Security has been disposed of pursuant to such effective registration statement; (ii) it is eligible to be sold or distributed pursuant to Rule 144 without restriction; or (iii) it shall have ceased to be outstanding.

Section 3.Required Resale Registration

(a)On or prior to the Filing Date, the Company shall prepare and file with the SEC a “resale” Registration Statement (once declared effective by the SEC, the “Resale Registration Statement”) providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Resale Registration Statement shall be on Form S-1 or another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder, except that if the Company is then eligible to register for resale the Registrable Securities on Form S-3, such registration shall be on Form S-3. Such Resale Registration Statement shall also cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its commercially reasonable best efforts to cause the Resale Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Resale Registration Statement continuously effective under the Securities Act until all of the Registrable Securities have ceased to be Restricted Securities (the “Effectiveness Period”). The Company shall immediately notify the Holders via facsimile or electronic mail of the effectiveness of the Resale Registration Statement on the same trading day that the Company telephonically confirms effectiveness with the SEC, which date shall be the date effectiveness of the Resale Registration Statement is granted by the SEC.

(b)As a condition to the inclusion of its Registrable Securities in the Resale Registration Statement, each Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing or as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement.

(c)In connection with the Company’s registration obligations hereunder, the Company shall, as expeditiously as reasonably possible:

(A)Prepare and file with the SEC such amendments, including post-effective amendments, to the Resale Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Resale Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424 of the Securities Act; (iii) respond as promptly as reasonably possible to any comments received from the SEC with respect to such Resale Registration Statement or any amendment thereto or any document filed with the SEC that would suspend the effectiveness of such Resale Registration Statement, and as promptly as reasonably possible provide the Holders with true and complete copies of all correspondence from and to the SEC relating to such Resale Registration Statement (other than those portions of any correspondence containing material nonpublic information); and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by such Resale Registration Statement as so amended or in such Prospectus as so supplemented; provided, that before filing such Resale Registration Statement or Prospectus, or any amendments or supplements thereto, the Company shall furnish to one counsel selected by the Holders holding a majority of the Registrable Securities covered by such Resale Registration Statement or Prospectus copies of all documents proposed to be filed, which documents will be subject to review of such counsel.

(B)Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (v) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible and confirm such notice in writing no later than one trading day following the day (i) (X) when the SEC notifies the Company whether there will be a “review” of the Resale Registration Statement and whenever the SEC comments in writing on such Resale Registration Statement; (Y) when a Prospectus or any Prospectus supplement or post-effective amendment to the Resale Registration Statement is filed and (Z) with respect to the Resale Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Resale Registration Statement or Prospectus or for additional information; (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Resale Registration Statement covering any or all of the Registrable Securities or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in the Resale Registration Statement ineligible for inclusion therein or any statement made in the Resale Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Resale Registration Statement, Prospectus or other documents so that, in the case of the Resale Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that any and all of such information provided pursuant to clause (v) above shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law; provided, further, notwithstanding each Holder’s agreement to keep such information confidential, the Holders make no acknowledgement that any such information is material, non-public information. Without limitation of any remedies to which the Holders may be entitled under this Agreement, if any of the events described in this subsection (B) occur, the Company shall use its commercially reasonable best efforts to respond to and correct the event as promptly as possible.

(C)Use its commercially reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Resale Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as promptly as possible.

(D)Enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions as the Holders of a majority of such Registrable Securities or the underwriters, if any reasonably request in order to expedite or facilitate the dispositions of such Registrable Securities;

(E)In the case of an underwritten offering, obtain a “cold comfort” letter or letters from the Company’s independent public accountants in customary form and covering matters of the type customarily covered by “cold comfort” letters as the Holders of a majority of such Registrable Securities shall reasonably request.

(F)In the case of an underwritten offering, obtain an opinion of counsel for the Company in customary form and covering matters of the type customarily covered in opinions of issuer’s counsel as the Holders of a majority of such Registrable Securities may reasonably request.

(G)Make available for inspection by any selling Holder of such Registrable Securities covered by such Resale Registration Statement, by any underwriter participating in any disposition to be effected pursuant to such Resale Registration Statement and by any attorney, accountant or other agent retained by any such selling Holder or any such underwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such selling Holder or Inspectors in connection with such registration statement. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each selling Holder of Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company unless and until such is made generally available to the public. Each selling Holder of Registrable Securities further agrees that it will, upon learning that disclosure of such records is sought in a court of competent jurisdiction, give notice to the Company to the extent reasonably practicable and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the records deemed confidential.

(H)Furnish to the Holders and their counsel, without charge, at least one conformed copy of any Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference),  as promptly as possible after the filing of such documents with the SEC.

(I)Promptly deliver to each Holder, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Holders may reasonably request in connection with resales by the Holder of Registrable Securities. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(c)(B)(iii) through (v).

(J)Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable best efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by the Resale Registration Statement; provided that the Company shall not be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this clause (K), it would not be obligated to be so qualified or subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(K)Use its commercially reasonable best efforts to cause the Registrable Securities covered by the Resale Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the selling Holders to consummate the disposition of such Registrable Securities.

(L)Use its commercially reasonable best efforts to cause its transfer agent to prepare and deliver certificates representing Registrable Securities to a transferee pursuant to the Resale Registration Statement within three (3) trading days of delivery to the transfer agent of certificates bearing restrictive legends, which certificates shall be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.

(M)Upon the occurrence of any event contemplated by Section 3(c)(B), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to the Resale Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Resale Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (v) of Section 3(c)(B) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its commercially reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(c)(M) to suspend the availability of the Resale Registration Statement and Prospectus for a period not to exceed 90 days (which need not be consecutive days) in any 365-day period.

(N)Comply in all material respects with all applicable rules and regulations of the SEC and the OTC Bulletin Board (or any successor entity or any national securities exchange on which the Common Stock is then listed).

(O)The Company shall (i) as soon as reasonably practicable include in a prospectus supplement or post-effective amendment such information as is reasonably required to be included therein relating to any proposed sale and distribution of Registrable Securities by such Holder, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering, and (ii) as soon as reasonably practicable make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be included in such prospectus supplement or post-effective amendment.

(P)Unless waived by Holders owning a majority of the outstanding Registrable Securities, include in such Resale Registration Statement, amendment thereto, or prospectus or prospectus supplement all material non-public information made available by the Company to any Holder prior to the filing thereof, except for material non-public information made available to a Holder to whom knowledge of a member of the Board of Directors of the Company is attributable.

(d)Holder hereby covenants with the Company (i) not to make any sale of the Registrable Securities pursuant to the Resale Registration Statement without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied, and (ii) if such Registrable Securities are to be sold by any method or in any transaction other than as specified in the plan of distribution disclosed in such Resale Registration Statement, to notify the Company at least five (5) Business Days prior to the date on which the Holder first offers to sell any such Registrable Securities.

(e)Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Registration Statement described in this Agreement are not transferable on the books of the Company unless the stock certificate submitted to the Company’s transfer agent evidencing such Registrable Securities is accompanied, if requested by the transfer agent, by a certificate reasonably satisfactory to the transfer agent to the effect that (i) the Registrable Securities have been sold in accordance with such Resale Registration Statement and (ii) the requirement of delivering a current Prospectus has been satisfied.

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

Section 4.Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement will be borne by the Company, regardless of whether the Resale Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) all reasonable fees and expenses of compliance with federal securities and state blue sky or securities laws; (iii) all reasonable expenses of printing (including printing Prospectuses), messenger and delivery services and telephone; (iv) all reasonable fees and disbursements of counsel for the Company; (v) all reasonable fees and disbursements of one counsel selected by the Holders holding a majority of the Registrable Securities, (vi) all applications and filing fees in connection with qualification of the Registrable Securities on the OTC Bulletin Board or listing on a national securities exchange; (vii) Securities Act liability insurance, if the Company so desires such insurance, (viii) all reasonable fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance) and (ix) all reasonable fees and expenses of an underwriter or underwriters in connection with an Underwritten Offering of Registrable Securities.  Notwithstanding anything in this Section 4 to the contrary, the Company shall not be required to pay any underwriting discounts, commissions or transfer taxes, if any, relating to the sale or disposition of any Holder’s Restricted Securities.

The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company.

Section 5.Indemnification.

(a)Indemnification by the Company.  To the fullest extent permitted by law, the Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder of the Registrable Securities (including, its officers, directors, members, partners, agents, brokers, investment advisors and employees of each of them) and each person controlling such Holder within the meaning of Section 15 of the Securities Act (including the officers, directors, members, partners, agent and employees of each such controlling person), with respect to which any registration has been effected pursuant to this Agreement, against all claims, losses, damages, liabilities, judgments, fines, penalties, charges, costs (including, without limitation, reasonable attorneys’ fees and disbursements) and expenses (collectively, “Losses”), as incurred, including any Losses incurred in settlement of any litigation, commenced or threatened (subject to Subsection 5(c) below), arising out of or based on any untrue or alleged untrue statement of a material fact contained in the Resale Registration Statement or Prospectus, or any amendment or supplement thereto, incident to any such registration, or based on any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made; provided, that the Company shall not be liable in any such case to the extent that any untrue or alleged untrue statement or omission or alleged omission is made in reliance upon and in conformity with information furnished to the Company by or on behalf of any Holder and stated to be specifically for use in preparation of such Resale Registration Statement or Prospectus, or any amendment or supplement thereto; provided, further, that the Company shall not be liable in any such case where the Losses arise out of, or are related to, the failure of any Holder to comply with the covenants and agreements contained in this Agreement. The Company will also indemnify underwriters participating in the distribution, their officers, directors, employees, partners and agents, and each Person who controls such underwriters (within the meaning of the Securities Act), to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities, if so requested. The Company shall notify the Holders promptly of the institution, threat or assertion of any legal proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.

(b)Indemnification by Holders of Registrable Securities.  In connection with the Resale Registration Statement or Prospectus, or any amendments or supplements thereto, each Holder will furnish to the Company in writing such information and affidavits regarding the Holder or such Holder’s ownership of the Company’s securities as the Company reasonably requests for use in connection with such Resale Registration Statement or Prospectus or any amendments or supplements thereto. Each Holder will severally and not jointly indemnify the Company, each of its directors and officers, each underwriter of an underwritten offering of the Registrable Securities in which such Holder participates, each other Holder whose Registrable Securities are included in such Resale Registration Statement and each person who controls the Company within the meaning of Section 15 of the Securities Act (collectively, “Holder Indemnitees”), against all Losses, as incurred, including any Losses incurred in settlement of any litigation, commenced or threatened (subject to Subsection 5(c) below), arising out of, or based on, any untrue or alleged untrue statement of a material fact contained in such Resale Registration Statement or Prospectus, or any amendment or supplement thereof, incident to any such registration, or based on any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, in each case to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is made in reliance upon and in conformity with written information and/or affidavits furnished to the Company by or on behalf of such Holder; provided, that the indemnity shall not apply to the extent that such Losses result from the fact that a current copy of the Prospectus was not made available to the Holders and such current copy of the Prospectus would have cured the defect giving rise to such Losses. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities covered by such Resale Registration Statement giving rise to such indemnification obligation. The Holder Indemnitees shall be entitled to receive indemnities from underwriters participating in the distribution, to the same extent as provided above, with respect to information furnished in writing by such underwriters specifically for inclusion in any Registration Statement, Prospectus or any amendment or supplement thereto.

(c)Conduct of Indemnification Proceedings.  Any Person entitled to indemnification hereunder will (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel of such indemnifying party’s choice; provided, however, that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (A) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to the indemnified party in a timely manner or (B) a written opinion of counsel reasonably acceptable to the indemnifying party, asserts that a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the indemnified Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). The indemnifying party will not be subject to any liability for any settlement made without its consent. No indemnified party will be required to consent to entry of any judgment or enter into any settlement unless (x) such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation, and (y) the only consequence to the indemnified party under such judgment or settlement is the creation of an obligation to pay money damages, all of which are being satisfied by the indemnifying party. An indemnifying party who is not entitled to, or elects not to, assume the defense of the claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim.

(d)Contribution.  If for any reason the indemnification provided for in Subsection 5(a) or Subsection 5(b) is unavailable to an indemnified party or insufficient to hold it harmless as contemplated by Subsection 5(a) and Subsection 5(b), then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Losses in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party and the indemnified party, but also the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentations. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities subject to the proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

Section 6.Participation in Underwritten Registrations.

(a)One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.

(b)No Person may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell such Person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in such Underwritten Offering and (ii) completes and executes an underwriting agreement in customary form and other documents required under the terms of such underwriting agreement.  Nothing in this Section 6 shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person otherwise than as set forth herein.

(c)Nothing in this Section 6 shall obligate the Company to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securities.

Section 7.Rule 144

. The Company agrees with each Holder, for so long as any Restricted Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of such Holder in connection with any sale thereof and any prospective purchaser of such Restricted Securities designated by the Holder, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the Exchange Act, to use reasonable efforts to make all filings required thereby in a timely manner in order to permit resales of such Restricted Securities pursuant to Rule 144.

Section 8.Legend

. Each Holder consents to the placing of any legend required by the Securities Act as well as the following legend on all certificates representing shares of Registrable Securities and on any certificate issued at any time in exchange or substitution for any certificate bearing such legend, for so long as the securities represented thereby are Registrable Securities:

THIS CERTIFICATE IS ISSUED SUBJECT TO THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT, AND ANY TRANSFEREE OF THIS CERTIFICATE OR OF THE SHARES REPRESENTED BY IT SHALL BE BOUND BY THE PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE WITH, AND AVAILABLE FROM, THE SECRETARY OF NEPHROS, INC.

Section 9.Delay Periods; Suspension of Sales

. Each Holder shall suspend, upon request of the Company pursuant to Section 3(c)(M), any disposition of Registrable Securities pursuant to the Resale Registration Statement and Prospectus, or any amendments or supplements thereto, as contemplated herein during (i) any period not to exceed two 30-day periods within any one 12-month period the Company requires in connection with a primary underwritten offering of equity securities and (ii) any period, not to exceed one 45-day period per circumstance or development, when the Company determines in good faith that offers and sales pursuant thereto should not be made by reason of the presence of material undisclosed circumstances or developments with respect to which the disclosure that would be required in such a prospectus is premature, would have an adverse effect on the Company or is otherwise inadvisable; provided, however, the aggregate number of days that such suspensions and any suspensions under Section 3(c)(M) may apply during any 365-day period is 90 days. In the event of a delay period or suspension, the Company will use its commercially reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. Nothing in this Section 9 shall operate to extend the Effectiveness Date.

Section 10.Miscellaneous.

(a)Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, without the written consent of the Company and the Holders of a majority of the outstanding Registrable Securities; provided, however, that no such amendment, modification, supplement, waiver, consent or departure shall distinguish between Holders or groups of Holders unless any Holder adversely affected thereby shall have consented thereto in writing.  Notwithstanding the foregoing, no amendment, modification, supplement, waiver or consent will be valid and binding unless it is in writing, signed by the requisite Persons, and expressly refers to this Agreement and the provisions intended to be amended, modified, supplemented, waived or consented to.

(b)Notices. Except where expressly stated otherwise herein, all notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered, return receipt requested), or air courier guaranteeing overnight delivery:

if to any Holder, at the address for such Holder set forth on the records of the Company; and

if to the Company, Nephros, Inc., 41 Grand Avenue, River Edge, New Jersey 0766, Attention:  Gerald J. Kochanski

With a copy to: Day Pitney LLP, One Jefferson Road, Parsippany, New Jersey 07054-2891, Attention:  Michael T. Rave

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

The address or person or entity to whose attention any notice or communication shall be given may be changed by notice to the other parties in accordance with the provisions of this Section 10(b).

(c)Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties and shall inure to the benefit of each Holder, and it is not the intention of the parties to confer upon any other person or entity any rights or remedies. The Company may not assign its rights or obligations hereunder without the prior written consent of the Holders of a majority of the outstanding Registrable Securities. Each Holder may assign its respective rights hereunder to any Person to whom such Holder transfers Registrable Securities, provided such transfer is in accordance with all applicable securities laws. If any transferee of a Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and such person shall be entitled to receive the benefits hereof.

(d)No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with, adversely effects or violates the rights granted to the Holders in this Agreement.

(e)Delays or Omissions. It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any Holder, upon any breach, default or noncompliance of the Company under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. All remedies, either under this Agreement, by law, or otherwise afforded to Holders, shall be cumulative and not alternative.

(f)Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g)Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h)Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE PRINCIPLES OF THE CONFLICT OF LAWS THEREOF.

(i)Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(j)JURISDICTION; FORUM. EACH PARTY HERETO CONSENTS AND SUBMITS TO THE EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE DISTRICT OF DELAWARE, AND APPELLATE COURTS FROM ANY THEREOF IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND AGREES THAT ALL SUITS, ACTIONS AND PROCEEDINGS BROUGHT BY SUCH PARTY HEREUNDER SHALL BE BROUGHT ONLY IN SUCH JURISDICTIONS. EACH PARTY HERETO WAIVES ANY OBJECTION TO THE LAYING OF VENUE IN SUCH COURTS AND ANY CLAIM THAT ANY SUCH ACTION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT PERMITTED BY LAW, ANY JUDGMENT IN RESPECT OF A DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE ENFORCED IN ANY OTHER JURISDICTION WITHIN OR OUTSIDE THE UNITED STATES BY SUIT ON THE JUDGMENT, A CERTIFIED COPY OF SUCH JUDGMENT BEING CONCLUSIVE EVIDENCE OF THE FACT AND AMOUNT OF SUCH JUDGMENT. EACH PARTY HERETO AGREES THAT PERSONAL SERVICE OF PROCESS MAY BE EFFECTED BY ANY OF THE MEANS SPECIFIED IN SECTION 10(B), ADDRESSED TO SUCH PARTY. THE FOREGOING SHALL NOT LIMIT THE RIGHTS OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

(k)WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT HE OR IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(K).

(l)Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto with respect to registration rights granted with respect to Registrable Securities. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted with respect to the Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter; provided, however, that this Agreement shall not amend, restate or supersede that certain Registration Rights Agreement, dated September 30, 2010 by and between the Company and the Lender and such Registration Rights Agreement shall remain in full force and effect.

(m)Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

(n)Attorneys’ Fees. In the event of any litigation or other proceeding concerning this Agreement or the transactions contemplated hereby, including any such litigation or proceeding with respect to the enforcement of this Agreement against any defaulting party, the prevailing party in such litigation or proceeding shall be entitled to reimbursement from the party opposing such prevailing party for all attorneys’ fees and costs incurred by such prevailing party in such litigation or proceeding, which shall include, without limitation, all fees, costs and expenses of appeals.

[SIGNATURE PAGE FOLLOWS IMMEDIATELY]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

NEPHROS, INC.

By:     /s/ John C. Houghton                                                                      

Name:     John C. Houghton       

Title:       President and CEO

INITIAL HOLDER:LAMBDA INVESTORS LLC

By:      /s/ Jay Maymdues                                                                     

Name: Jay Maymudes

Title:   Vice President, Secretary and Treasurer

Address for Notices:

Lambda Investors LLC

c/o Wexford Capital LP

411 West Putnam Avenue

Greenwich, CT 06830

Attention: Arthur Amron

84603439.1                                                                    

SCHEDULE 1

Investor Lambda Investors LLC Registrable Securities [to come]

84603439.1                                                                    

EXHIBIT A

Form of Counterpart Signature Page

IN WITNESS WHEREOF, the undersigned has caused this counterpart to the Registration Rights Agreement among Nephros, Inc. and the Holders (as defined therein), dated as of February 4, 2013, as amended from time to time, to be duly executed and delivered as of _______ __, ____.

[__________________], as an additional Holder

By:           

Name:           

Title:           

Notice Address:

Attention:

Tel:(___) ___-_____

Fax:(___) ___-_____

Accepted and agreed to as of the __ day of _________, ____:

NEPHROS, INC.

By:           

Name:           

Title: