0001628280-17-006996 Sample Contracts

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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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”).

EXCHANGE AGREEMENT
Exchange Agreement • July 11th, 2017 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York

This EXCHANGE AGREEMENT (the “Agreement”) is made as of the 10th day of July 2017, by and between NeuroMetrix, Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Investor”).

SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • July 11th, 2017 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Delaware

This Amendment No. 9 to Shareholder Rights Agreement (the “Amendment”), dated as of July 10, 2017, 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, June 3, 2016, December 28, 2016 and February 8, 2017 between the Company and the Rights Agent (as so amended, the “Rights Agreement”).

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