AGREEMENT AND PLAN OF MERGER BY AND AMONG ELECTROCORE, INC. NEXUS MERGER SUB INC. and NEUROMETRIX, INC. DATED AS OF DECEMBER 17, 2024Merger Agreement • December 17th, 2024 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Delaware
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of December 17, 2024 (the “Agreement Date”) by and among electroCore, Inc., a Delaware corporation (“Parent”), Nexus Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and NeuroMetrix, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 17th, 2024 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Delaware
This VOTING AND SUPPORT AGREEMENT (hereinafter referred to as this “Agreement”), dated as of December 17, 2024, is by and between electroCore, Inc., a Delaware corporation (“Parent”), and each of the undersigned Persons identified on Schedule I attached hereto (each, a “Stockholder”).
AMENDMENT NO. 17 TO SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • December 17th, 2024 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Delaware
This Amendment No. 17 to Shareholder Rights Agreement (the “Amendment”), dated as of December 17, 2024, by and between NeuroMetrix, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a/ 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”).
