NeuroMetrix, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 4th, 2016 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of ______________, 2016, 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”).

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EXHIBIT 10.20 INDEMNIFICATION AGREEMENT This Agreement made and entered into this 21st day of June, 2004 (the "Agreement"), by and between NeuroMetrix, Inc., a Delaware corporation (the "Company," which term shall include, where appropriate, any...
Indemnification Agreement • June 22nd, 2004 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Delaware
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COMMON STOCK PURCHASE WARRANT NEUROMETRIX, INC.
Security Agreement • December 29th, 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 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).

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COMMON STOCK
Underwriting Agreement • July 19th, 2004 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York
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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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EXHIBIT 10.9 EMPLOYMENT AGREEMENT AGREEMENT, made this 21st day of June, 2004, by and between NeuroMetrix, Inc., a Delaware corporation (the "Company") and Shai N. Gozani (the "Executive"). WHEREAS, the parties wish to set forth their understanding...
Employment Agreement • June 22nd, 2004 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Massachusetts
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CONTRACT MANUFACTURING AGREEMENT BETWEEN
Manufacturing Agreement • May 13th, 2004 • NeuroMetrix, Inc.
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COMMON STOCK PURCHASE WARRANT NEUROMETRIX, INC.
Common Stock Purchase Warrant • October 22nd, 2015 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York
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NeuroMetrix, Inc. Common Stock (par value $0.001 per share) At Market Issuance Sales Agreement
At Market Issuance Sales Agreement • October 22nd, 2021 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York

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

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RECITALS
Loan and Security Agreement • June 22nd, 2004 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • California
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EXHIBIT 10.17 NEUROMETRIX, INC. NON-STATUTORY STOCK OPTION AGREEMENT (1998 PLAN) NeuroMetrix, Inc., a Delaware corporation (the "Company") hereby grants to Shai N. Gozani, M.D., Ph.D. presently of 187 Mason Terrace, Brookline, Massachusetts (the...
Non-Statutory Stock Option Agreement • June 22nd, 2004 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus
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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”).

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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).

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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

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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”):

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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”).

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EXHIBIT 10.15 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND. MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE...
Preferred Stock Purchase Warrant • June 22nd, 2004 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Delaware
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Contract
Warrant Agreement • April 13th, 2015 • NeuroMetrix, Inc. • 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).

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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

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EXHIBIT 10.21 CONSENT, WAIVER AND AMENDMENT This CONSENT, WAIVER AND AMENDMENT (this "Agreement") is entered into as of June 18, 2004, by and among NeuroMetrix, Inc., a Delaware corporation (the "Company"), and the undersigned stockholders (the...
Consent, Waiver and Amendment • July 7th, 2004 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Massachusetts
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EXHIBIT 10.19 NEUROMETRIX, INC. STOCK OPTION AGREEMENT (1998 PLAN) NeuroMetrix, Inc., a Delaware corporation (the "Company") hereby grants to Gary L. Gregory, presently of 4951 Mission Hill Place, Tucson, AZ 85718 (the "Grantee"), an option (the...
Stock Option Agreement • July 7th, 2004 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus
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EXHIBIT 10.23 NEUROMETRIX, INC. CONFIDENTIALITY & NON-COMPETE AGREEMENT In consideration of and as a condition to my employment, or if now employed in consideration of and as a condition to my continued employment, by NeuroMetrix, Inc. (the...
Confidentiality & Non-Compete Agreement • July 19th, 2004 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Massachusetts
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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”).

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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.

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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").

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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”).

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STOCK PURCHASE WARRANT TO SUBSCRIBE FOR AND PURCHASE COMMON STOCK OF NEUROMETRIX, INC.
Warrant Agreement • April 25th, 2013 • NeuroMetrix, Inc. • 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

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SERIES E-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Series E-1 Convertible Preferred Stock Purchase Agreement • June 22nd, 2004 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Massachusetts
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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:

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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”).

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NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER NEUROMETRIX, INC. 2004 STOCK OPTION AND INCENTIVE PLAN
Non-Qualified Stock Option Agreement • November 15th, 2004 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus

Pursuant to NeuroMetrix, Inc. 2004 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, NeuroMetrix, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, 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.

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AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • September 14th, 2009 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT (this “Amendment”) is entered into as of September 8, 2009, by and between NEUROMETRIX, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Rights Agent”).

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THIRTEENTH MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 17th, 2019 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus
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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”).

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