0001144204-12-004854 Sample Contracts

STOCK PURCHASE WARRANT TO SUBSCRIBE FOR AND PURCHASE COMMON STOCK OF NEUROMETRIX, INC.
Warrant Agreement • January 31st, 2012 • 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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DAWSON JAMES SECURITIES, INC. Boca Raton, Florida 33432
Engagement Letter • January 31st, 2012 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus

This letter amends the letter agreement between NeuroMetrix, Inc. (the “Company”) and Dawson James Securities, Inc. (“DJSI”) dated December 30, 2011 (the “Engagement Letter”) as follows:

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