0001144204-15-043943 Sample Contracts

AMENDMENT NO. 4 TO SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • July 23rd, 2015 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Delaware

This Amendment No. 4 to Shareholder Rights Agreement (the “Amendment”), dated as of May 28, 2015, 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, as of June 5, 2013, and as of June 25, 2014, between the Company and the Rights Agent (as so amended, the “Rights Agreement”).

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REPURCHASE AND FORFEITURE AGREEMENT
Repurchase and Forfeiture Agreement • July 23rd, 2015 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York

This REPURCHASE AND FORFEITURE AGREEMENT (this “Agreement”) is made as of May 21, 2015, by and among (i) NeuroMetrix, Inc., a Delaware corporation (the “Company”), (ii) the parties identified on Exhibit A hereto (the “Investors”).

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