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Thursday, May 19, 2011 9:19:38 AM
Each holder of record as of the close of business on the record date will receive one subscription right for each share of common stock of Nephros owned at the close of business on the record date.
Each subscription right entitles the holder to purchase 4.185496618 units at a subscription price of $0.02 per unit. Each unit consists of one share of common stock and a warrant to purchase 0.924532845 shares of common stock at an exercise price of $0.02 per share for a period of five years following the issue date of the warrant. No fractional units may be purchased and therefore no fractional shares or warrant will be issued; instead the number of units and, as a result, the number of underlying shares and warrants, will be rounded down to the nearest whole number. By way of example, if a holder owns 100 shares of Nephros common stock and exercises in full his subscription right, he will be able to subscribe to 418 units (100 shares × 4.185496618 = 418.5496618, rounded down to 418, the nearest whole number) and will pay $0.02 for each of his 418 units (an aggregate purchase price of $8.36) and will receive 418 shares of common stock and a warrant to purchase 386 shares of common stock (418 units × 0.924532845 = 386.4547292, rounded down to 386, the nearest whole number) at an exercise price of $0.02 per share for a period of five years following the issue date of the warrant.
Holders that exercise their rights, if accepted, will receive the components of the units (one share of common stock and one warrant to purchase 0.924532845 shares of common stock per unit) after the close of the rights offering. Nephros will not issue and holders will not receive units in the rights offering.
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