NeuroMetrix, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 11th, 2017 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 10, 2017, between NeuroMetrix, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 11th, 2017 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 10, 2017, between NeuroMetrix, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

COMMON STOCK
Underwriting Agreement • July 19th, 2004 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York
COMMON STOCK PURCHASE WARRANT NEUROMETRIX, INC.
NeuroMetrix, Inc. • December 29th, 2016 • Surgical & medical instruments & apparatus • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June __, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from NeuroMetrix, Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

RECITALS
Loan and Security Agreement • June 22nd, 2004 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • California
COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • November 4th, 2016 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroMetrix, Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

NeuroMetrix, Inc. Common Stock (par value $0.001 per share) At Market Issuance Sales Agreement
NeuroMetrix, Inc. • October 22nd, 2021 • Surgical & medical instruments & apparatus • New York

NeuroMetrix, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc (the “Agent”) as follows:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 26th, 2014 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 24, 2014, between NeuroMetrix, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

CONTRACT MANUFACTURING AGREEMENT BETWEEN
Manufacturing Agreement • May 13th, 2004 • NeuroMetrix, Inc.
SERIES E-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Convertible Preferred Stock Purchase Agreement • June 22nd, 2004 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Massachusetts
NeuroMetrix, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • May 4th, 2015 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York

The undersigned, NeuroMetrix, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of [·] units (the “Units”) of the Company’s securities. Each Unit consists of one share of the Company’s Series B convertible preferred stock, par value $0.001 per share ( “Preferred Stock”) and [·] warrants (each, a “Warrant”) with each Warrant representing the right to purchase [·] share[s] of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Preferred Stock shall have the rights, powers and preferences set forth in the certificate of designations to be dated [·], 2015 relating thereto (the “Certificate of Designations”). The shares of Common Stock issuable upon the

NEUROMETRIX, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY AS RIGHTS AGENT SHAREHOLDER RIGHTS AGREEMENT DATED AS OF MARCH 7, 2007
Shareholder Rights Agreement • March 8th, 2007 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Delaware

Agreement, dated as of March 7, 2007, between NeuroMetrix, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 14th, 2010 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Delaware

This Agreement made and entered into this 19th day of April, 2010 (the “Agreement”), by and between NeuroMetrix, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and Krishnamurthy Balachandran (the “Indemnitee”):

WARRANT AGREEMENT NeuroMetrix, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent WARRANT AGREEMENT
Warrant Agreement • March 26th, 2015 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2015, is by and between NeuroMetrix, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant Agent”).

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LOAN AND SECURITY AGREEMENT BETWEEN NEUROMETRIX, INC. AND COMERICA BANK DATED MARCH 5, 2010
Loan and Security Agreement • May 14th, 2010 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • California

This LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into as of March 5, 2010, by and between Comerica Bank, a Texas banking association (“Bank”) and NEUROMETRIX, INC., a Delaware corporation (“Borrower”).

NeuroMetrix, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • May 15th, 2015 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York

The undersigned, NeuroMetrix, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of [·] units (the “Units”) of the Company’s securities. Each Unit consists of one share of the Company’s Series B convertible preferred stock, par value $0.001 per share ( “Preferred Stock”) and [·] warrants (each, a “Warrant”) with each Warrant representing the right to purchase [·] share[s] of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Preferred Stock shall have the rights, powers and preferences set forth in the certificate of designations to be dated [·], 2015 relating thereto (the “Certificate of Designations”). The shares of Common Stock issuable upon the

INCENTIVE STOCK OPTION AGREEMENT UNDER THE NEUROMETRIX, INC. 2004 STOCK OPTION AND INCENTIVE PLAN
Incentive Stock Option Agreement • November 15th, 2004 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus

Pursuant to the NeuroMetrix, Inc. 2004 Stock Option Incentive Plan (the “Plan”) as amended through the date hereof, NeuroMetrix, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

TWELFTH MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 28th, 2020 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus

This Twelfth Modification to Loan and Security Agreement (this "Modification") dated June 21, 2019, is entered into by and between Neurometrix, Inc., a Delaware corporation ("Borrower"), and Comerica Bank ("Bank").

AMENDMENT NO. 13 TO SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • January 29th, 2021 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Delaware

This Amendment No. 13 to Shareholder Rights Agreement (the “Amendment”), dated as of January 28, 2021, by and between NeuroMetrix, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”), amends that certain Shareholder Rights Agreement, dated as of March 7, 2007, as previously amended, between the Company and the Rights Agent (as so amended, the “Rights Agreement”).

STOCK PURCHASE WARRANT TO SUBSCRIBE FOR AND PURCHASE COMMON STOCK OF NEUROMETRIX, INC.
NeuroMetrix, Inc. • April 25th, 2013 • Surgical & medical instruments & apparatus • Delaware

THIS CERTIFIES THAT, for value received, ______________________, or registered assigns, (herein referred to as the "Purchaser" or "Holder"), is entitled to subscribe for and purchase from NEUROMetrix, Inc., a Delaware corporation (herein called the "Company"), at the exercise price specified below (subject to adjustment as noted below) at any time beginning on the date that is the earlier indicated in (1) below and ending on the date indicated in (2) below (subject to extension as provided below, the "Expiration Date"), (____________) fully paid and nonassessable shares ("Shares") of common stock, par value $.0001 per share (herein the "Common Stock") (subject to adjustment as noted below). This Stock Purchase Warrant (this "Warrant") has been issued in a public offering of Units, consisting of shares of common stock and warrants, registered on the Company’s Registration Statement on Form S-1 (the “Registration Statement”) initially filed with the U.S. Securities and Exchange Commissio

Contract
NeuroMetrix, Inc. • April 13th, 2015 • Surgical & medical instruments & apparatus • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERNATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO REGISTRATION STATEMENT NO.: 333-188133 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(g)(2).

Employment Agreement
Employment Agreement • January 28th, 2022 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Massachusetts

On behalf of NeuroMetrix, Inc. (the “Company”) and the Board of Directors, the Compensation Committee of the Board of Directors confirms your employment under the following terms:

WARRANT AGENT AGREEMENT
Warrant Agent Agreement • April 24th, 2015 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York

WARRANT AGENT AGREEMENT, dated as of April [__], 2015 (“Agreement”), between NeuroMetrix, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).

THIRTEENTH MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 17th, 2019 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus
SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • December 29th, 2016 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Delaware

This Amendment No. 7 to Shareholder Rights Agreement (the “Amendment”), dated as of December 28, 2016, by and between NeuroMetrix, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”), amends that certain Shareholder Rights Agreement, dated as of March 7, 2007, as amended as of September 8, 2009, June 5, 2013, June 25, 2014, May 28, 2015, December 29, 2015 and June 3, 2016 between the Company and the Rights Agent (as so amended, the “Rights Agreement”).

Employment Agreement
Employment Agreement • December 31st, 2020 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Massachusetts

On behalf of NeuroMetrix, Inc. (the “Company”) and the Board of Directors, the Compensation Committee of the Board of Directors confirms your employment under the following terms:

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