Unaudited Pro Forma Consolidated Balance Sheet of Nephros, Inc. as of

Pro Forma Consolidated Balance Sheet of Nephros, Inc. as of September 30, 2018

July 2018, Nephros, Inc. (the "Company") formed a new, wholly-owned subsidiary, Specialty Renal Products, Inc. ("SRP"),

to drive the development of its 2nd generation HDF system and other products focused on improving therapies for patients

with renal disease. On September 5, 2018, SRP entered into a Series A Preferred Stock Purchase Agreement with certain purchasers

pursuant to which SRP sold 600,000 shares of its Series A Preferred Stock ("Series A Preferred") for $5.00 per share.

The aggregate purchase price was $3,000,000. SRP incurred transaction-related expenses of approximately $30,000, which are included

in selling, general and administrative expenses on the accompanying condensed consolidated statement of operations and comprehensive

loss. The net proceeds from the issuance of the Series A Preferred are restricted to SRP expenses, and may not be used

for the benefit of the Company or other affiliated entities, except to reimburse for expenses directly attributable to SRP. Following

the Series A Preferred transaction, the Company retained a 62.5% ownership interest in SRP, holding 100% of the outstanding common

shares, and holders of Series A Preferred retained a 37.5% interest in SRP on a fully diluted basis, holding 100% of the outstanding

preferred shares. Of the 600,000 shares of Series A Preferred issued, the shares purchased by related parties comprised of persons

controlled by members of management and by Lambda Investors LLC, a significant stockholder of the Company, amounted to 18,000

and 400,000 shares, respectively.

share of Series A Preferred is initially convertible into one share of SRP common stock, subject to adjustment for stock splits

and recapitalization events. Subject to customary exempt issuances, in the event SRP issues additional shares of its common stock

or securities convertible into common stock at a per share price that is less than the original Series A Preferred price, the

conversion price of the Series A Preferred will automatically be reduced to such lower price.

the Series A Preferred Stock Purchase Agreement, in the event of any voluntary or involuntary liquidation, dissolution or winding

up of SRP, the holders of the Series A Preferred are entitled to be paid out of the assets of SRP available for distribution to

its stockholders or, in the case of a deemed liquidation event, out of the consideration payable to stockholders in such deemed

liquidation event or the available proceeds, before any payment shall be made to the holders of SRP common stock by reason of

their ownership thereof, an amount per share equal to one times (1x) the Series A Preferred original issue price, plus any accruing

dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (the

"Series A Liquidation Preference"). If upon any such liquidation, dissolution or winding up of SRP or deemed liquidation

event, the assets of SRP available for distribution to its stockholders shall be insufficient to pay the Series A Liquidation

Preference in full, the holders of Series A Preferred shall share ratably in any distribution of the assets available for distribution

in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution

if all amounts payable on or with respect to such shares were paid in full. After the full payment of the Series A Liquidation

Preference, the holders of the Series A Preferred and the holders of common stock will share ratably in any remaining proceeds

available for distribution on an as-converted to common stock basis. If SRP completes certain deemed liquidation events and if

SRP does not thereafter liquidate and dissolve within 60 days, then the holders of the Series A Preferred have a right to have

their shares redeemed for an amount equal to the Series A Liquidation Preference (the "Redemption Right").

noncontrolling interest in SRP held by the holders of Series A Preferred was classified as mezzanine equity on the unaudited consolidated

balance sheet filed on the Quarterly Report on Form 10-Q as of September 30, 2018 as the noncontrolling interest was redeemable

upon the occurrence of events that are not solely within the control of the Company.

unaudited pro forma financial information included herein gives effect to the amendment filed to the Amendment and Restated Certificate

of Incorporation of SRP on December 10, 2018, which amended the rights of the holders of the Series A Preferred to eliminate their

Redemption Right following the occurrence of certain deemed liquidation events. Instead, upon the occurrence of such events, SRP

is required to effect an ordinary liquidation and dissolution of the corporation and the holders of the Series A Preferred would

be entitled to to receive the Series A Liquidation Preference from any assets available for distribution it SRP's stockholders.

As a result of the amendment, the noncontrolling interest will no longer be classified as non-permanent/mezzanine equity, but

will instead be classified as permanent stockholders' equity.

Proforma Consolidated Balance Sheet as of September 30, 2018 has been prepared based on available information, using assumptions

that our management believes are reasonable. The Proforma Consolidated Balance Sheet is not necessarily indicative of the results

that may be achieved in the future. The adjustment made in preparing the Consolidated Balance Sheet is described in the Note.

INC. AND SUBSIDIARIES

HISTORICAL AND PROFORMA CONSOLIDATED BALANCE SHEET

OF SEPTEMBER 30, 2018

thousands, except share amounts)

Reclassification of noncontrolling interest from mezzanine to stockholders' equity.