0001144204-14-039673 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 26th, 2014 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 24, 2014, 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”).

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COMMON STOCK PURCHASE WARRANT NEUROMETRIX, INC.
NeuroMetrix, Inc. • June 26th, 2014 • Surgical & medical instruments & apparatus

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 5 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).

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”).

SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • June 26th, 2014 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Delaware

This Amendment No. 3 to Shareholder Rights Agreement (the “Amendment”), dated as of June 25, 2014, 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 and as of June 5, 2013, between the Company and the Rights Agent (as so amended, the “Rights Agreement”).

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