X0303 4 2009-06-08 0001196298 NEPHROS INC NEP 0001361978 Southpaw Asset Management LP FOUR GREENWICH OFFICE PARK GREENWICH CT 06831 0 0 1 0 0001385608 Southpaw Holdings LLC FOUR GREENWICH OFFICE PARK GREENWICH CT 06831 0 0 1 0 0001385599 Wyman Kevin FOUR GREENWICH OFFICE PARK GREENWICH CT 06831 0 0 1 0 0001385606 Golden Howard FOUR GREENWICH OFFICE PARK GREENWICH CT 06831 0 0 1 0 Common Stock 2009-06-08 4 S 0 230087 .8837 D 963907 I See footnote Common Stock 2009-06-08 4 S 0 19913 .8837 D 83423 I See footnote Common Stock 2009-06-09 4 S 0 92035 .8498 D 871872 I See footnote Common Stock 2009-06-09 4 S 0 7965 .8498 D 75458 I See footnote The filing of this Form 4 shall not be construed as an admission that (i) Southpaw Asset Management LP ("Southpaw Management"), (ii) Southpaw Holdings LLC ("Holdings"), (iii) Kevin Wyman or (iv) Howard Golden is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owner of the shares of common stock, par value $0.001 (the "Common Stock"), of Nephros Inc. (the "Issuer"), held by an account managed by Southpaw Management (the "Managed Account") and Southpaw Credit Opportunity Master Fund LP ("Master Fund"). Pursuant to Rule 16a-1, Southpaw Management, Holdings, Mr. Wyman and Mr. Golden disclaim such beneficial ownership. Southpaw Management holds the shares of Common Stock indirectly through the accounts of Master Fund, which holds 871,872 shares of Common Stock, and the Managed Account, which holds 75,458 shares of Common Stock. Southpaw Management serves as investment manager of the Managed Account and Master Fund. Southpaw Management receives a performance-based and an asset-based fee for managing investments of the Managed Account and Master Fund. Holdings reports securities held indirectly by Southpaw Management because, as general partner of Southpaw Management, it controls the disposition and voting of such securities. Mr. Wyman and Mr. Golden report these securities because, as managing members of Holdings, they control the disposition and voting of the securities. Each of Southpaw Management, Holdings, Mr. Wyman and Mr. Golden disclaims beneficial ownership of the securities reported herein, except to the extent of each entity's and individual's pecuniary interest in such securities. Southpaw Asset Management LP 2009-06-10 Southpaw Holdings LLC, its general partner By: /s/ Kevin Wyman, Managing Member 2009-06-10 Southpaw Holdings, LLC By: /s/ Kevin Wyman, Managing Member 2009-06-10 /s/ Kevin Wyman 2009-06-10 /s/ Howard Golden 2009-06-10