X0202 4 2007-11-14 0 0001196298 NEPHROS INC NEP 0001413621 Lambda Investors LLC 411 WEST PUTNAM AVENUE SUITE 125 GREENWICH CT 06830 0 0 1 0 Common Stock 2007-11-14 4 C 0 14381621 0.706 A 14381621 D Series A 10% Secured Convertible Note due 2008 0.706 2007-11-14 4 C 0 10153424 D Common Stock and a Warrant to Purchase Common Stoc 0 D Class D Warrant for the Purchase of Shares of Common Stock 0.90 2007-11-14 4 C 0 7190811 A 2007-11-14 2012-11-14 Common Stock 7190811 7190811 D These transactions reflect the conversion of a Series A 10% Secured Convertible Note due 2008 in the original principal amount of $10,000,000 (the ?Note?) into 14,381,621 shares of common stock and a Class D Warrant to purchase 7,190,811 shares of common stock (the ?Warrant?). The amount due under the Note at the time of conversion, including interest that accrued between the issuance and conversion of the Note, was $10,153,424.66. The Note was converted into common stock at a conversion price of $0.706 per share, and the number of shares underlying the Warrant is equal to 50% of the number of shares of common stock issued upon conversion. The Note would only convert on the twenty-first (21st) day after the issuer sent or gave its stockholders a definitive Schedule 14C information statement relating to certain actions taken by stockholders of the issuer by written consent. The maturity date of the Note prior to its conversion was September 19, 2008. Based on the original principal amount of the Note, the Note would have been convertible into 14,164,306 shares of common stock and a warrant to purchase an additional 7,082,153 shares of Common Stock (for a total of 21,246,459 underlying shares of common stock). As a result of the accrual of interest, the Note was actually converted into 14,381,621 shares of common stock and the Warrant to purchase an additional 7,190,811 shares of common stock (for a total of 21,572,432 underlying shares of common stock). Arthur Amron, Vice President and Assistant Secretary 2007-11-16