COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • April 13th, 2015 • 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. UNDERWRITING AGREEMENTUnderwriting Agreement • April 13th, 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 [·] shares (the “Firm Shares”) of the Company’s Common Stock, par value $0.0001 ( “Common Stock”), warrants for the right to purchase [·] shares of Common Stock (the “Warrants”) and pre-funded warrants for the right to purchase [·] shares of Common Stock (the “Pre-Funded Warrants,” and collectively with the Firm Shares and the Warrants, the “Firm Securities”). In addition, the Company proposes to grant to the Underwriters an option to purchase from the Company up to an additional [·] shares of Common Stock (the “Option Shares”), up to an additional [·] Warrants (the “Option Warrants”) and up
ContractWarrant 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).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • April 13th, 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”).
