Exhibit 4.5


 


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).


 


NEUROMETRIX, INC.


 


COMMON STOCK WARRANT


 


	Warrant No. [•]	 	Original Issue Date: April [•], 2015


 


NeuroMetrix, Inc., a Delaware corporation (the
“Company”), hereby certifies that, as partial compensation for its services as underwriter to the Company, Maxim
Group LLC or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of
[•] shares of common stock, par value $0.0001 per share, on the terms as described in the Prospectus (each, a “Warrant”
and collectively, the “Warrants,” and each such share of Common Stock, a “Warrant Share”
and all such shares of Common Stock, the “Warrant Shares”), at any time and from time to time after the 180th
day following the effective date of the Registration Statement on Form S-1 (File No. 333-188133) (the “Registration Statement”),
and through and including April [•], 2020, the fifth anniversary of such effective date (the “Expiration Date”),
in accordance with FINRA Rule 5110(f)(2)(G)(i), and subject to the following terms and conditions:


 


1.            Definitions.
As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1.


 


“Affiliate” means any Person
that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a
Person, as such terms are used in and construed under Rule 144.


 


“Business Day” means any day
except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New
York are authorized or required by law or other governmental action to close.


 


“Common Stock” means the common
stock of the Company, $0.0001 par value per share, and any securities into which such common stock may hereafter be reclassified
or for which it may be exchanged as a class.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“Exercise Price” means $[•],
subject to adjustment in accordance with Section 9.


 


“New York Courts” means the
state and federal courts sitting in the City of New York, Borough of Manhattan.


 




    	 



    	 



    

 


“Person” means an individual
or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Prospectus” means the prospectus
dated [•], 2015 filed with the Securities and Exchange Commission pursuant to Rule 424(b) promulgated under the Securities
Act.


 


“Rule 144” means Rule 144
promulgated by the Securities and Exchange Commission pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission having substantially the same
effect as such Rule.


 


“Securities Act” means the
Securities Act of 1933, as amended.


 


“Subsidiary” means any “significant
subsidiary” as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission under the
Exchange Act.


 


“Trading Day” means (i) a
day on which the Common Stock is traded on a Trading Market, or (ii) if the Common Stock is not quoted on any Trading Market, a
day on which the Common Stock is quoted in the over-the-counter market as reported by OTC Markets Group Inc. (or any similar organization
or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or
quoted as set forth in (i) or (ii) hereof, then Trading Day shall mean a Business Day.


 


“Trading Market” means whichever
of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market
or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.


 


“Transfer Agent”
means American Stock Transfer & Trust Company, LLC, the Company’s transfer agent for the Common Stock and Warrants.


 


2.            Registration
of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.


 


3.            Registration
of Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified
herein. Upon any such registration or transfer, a new Warrant to purchase shares of Common Stock, in substantially the form of
this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance
by such transferee of all of the rights and obligations of a holder of a Warrant.


 




    	2



    	 



    

 


4.            Exercise
and Duration of Warrants. This Warrant shall be exercisable by the registered Holder at any time and from time to time from
and after 181 days following the effective date of the Registration Statement (the “Effective Date”), through
and including the Expiration Date in accordance with FINRA Rule 5110(f)(2)(G)(i). At 6:30 p.m., New York City time on the Expiration
Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. The Company may not call
or redeem any portion of this Warrant without the prior written consent of the affected Holder. In accordance with FINRA Rule 5110(g)(1),
this Warrant shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale,
derivative, put, or call transaction that would result in the effective economic disposition of this Warrant by any person for
a period of 180 days immediately following the effective date of the Registration Statement, except as provided in FINRA Rule 5110(g)(2).
The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this
paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase
hereunder at any given time may be less than the amount stated on the face hereof. In no event will the Company be required
to net cash settle this Warrant.


 


5.            Delivery
of Warrant Shares.


 


(a)          To
effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the Warrant is being exercised.
Upon delivery of the Exercise Notice (in the form attached hereto) to the Company (with the attached Warrant Exercise Log) at its
address for notice set forth herein and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the
Holder intends to purchase hereunder, the Company shall promptly (but in no event later than three Trading Days after the Date
of Exercise (as defined herein)) issue and deliver to the Holder, a certificate for the Warrant Shares issuable upon such exercise.
The Company shall, upon request of the Holder and subsequent to the date on which a registration statement covering the resale
of the Warrant Shares has been declared effective by the Securities and Exchange Commission (the “Commission”),
use its reasonable best efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or
another established clearing corporation performing similar functions, if available, provided, that, the Company may, but
will not be required to change its transfer agent if the Transfer Agent cannot deliver Warrant Shares electronically through the
Depository Trust Corporation. A “Date of Exercise” means the date on which the Holder shall have delivered to
the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed and
(ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased.


 


(b)          If
by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), then the Holder will have the right to rescind such exercise.


 




    	3



    	 



    

 


(c)          In
addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder
the Warrant Shares pursuant to an exercise on or before the end of the day on the date that is three (3) Trading Days after the
latest of (A) the receipt by the Company of the Notice of Exercise and (B) surrender of this Warrant (if required) , and if after
such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage
firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to
the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for
the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the
Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order
giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the
Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed
rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied
with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase
price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price
giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be
required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder
in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.


 


(d)          The
Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof,
the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation
or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise
limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit
a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


6.            Charges,
Taxes and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to the
Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the
issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that
the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of
any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all
other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise
hereof.


 




    	4



    	 



    

 


7.            Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity
(which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply
with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.
If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant
to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 


8.            Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its
authorized but unissued and otherwise unreserved Warrants and shares of Common Stock solely for the purpose of enabling it to
issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrants and shares of Common Stock which
are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent
purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company
covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise
Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.


 


9.            Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 9.


 


(a)          Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a
smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number
of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after
the effective date of such subdivision or combination.


 




    	5



    	 



    

 


(b)          Fundamental
Transactions. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group
acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person
or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard
to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise
of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to
apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor
(the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance
with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder
and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder,
deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such
Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this
Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an
exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative
value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such
number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance
to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.


 




    	6



    	 



    

 


(c)          Adjustments
for Other Distributions In the event the Company shall declare a distribution on the outstanding Common Stock that is payable
in securities of other Persons, evidences of indebtedness issued by the Company or other Persons, assets (excluding cash dividends
or distributions to the holders of Common Stock paid out of current or retained earnings and declared by the Company’s Board
of Directors) or options or rights, then, in each such case for the purpose of this Section 9(c), upon exercise of this
Warrant, the Holder shall be entitled to a proportionate share of any such distribution as though the Holder was the actual record
holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior
to the record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution
(or the date of such distribution if no record date is fixed).


 


(d)          Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number of
Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after
such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the
aggregate Exercise Price in effect immediately prior to such adjustment.


 


(e)          Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as
applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for
the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(f)          Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly
compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including
a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise
of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon
which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the
Holder and to the Transfer Agent.


 




    	7



    	 



    

 


(g)          Notice
of Corporate Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property
in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any
capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits
stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of
the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions
of such transaction (but only to the extent such disclosure would not result in the dissemination of material, non-public information
to the Holder) at least 10 calendar days prior to the applicable record or effective date on which a Person would need to hold
Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably
necessary in order to insure that the Holder is given the practical opportunity to exercise this Warrant prior to such time so
as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such
notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.


 


10.         Payment
of Exercise Price. The Holder may pay the Exercise Price in one of the following manners:


 


(a)          Cash
Exercise. The Holder may deliver immediately available funds; or


 


(b)          Cashless
Exercise. If on the Date of Exercise, (i) there is no effective registration statement registering, or current prospectus
available for, the resale of the Warrant Shares by the Holder and (ii) there is not an exemption from registration under the Securities
Act available for the issuance of the Warrant Shares,, the Holder may notify the Company in an Exercise Notice of its election
to utilize cashless exercise, in which event the Company shall issue to the Holder the number of Warrant Shares determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


X = the number of Warrant Shares to be issued to the Holder.


 


Y = the number of Warrant Shares with respect to which
this Warrant is being exercised.


 


A = the average of the daily volume weighted average price
of the Common Stock for the five Trading Days immediately prior to (but not including) the Date of Exercise.


 


B = the Exercise Price.


 


For purposes of Rule 144 promulgated under the Securities Act, it
is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have
been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this
Warrant was originally issued.


 


In no event shall the Company be required to
net cash settle the Warrant.


 




    	8



    	 



    

 


11.         Limitations
on Exercise. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by
the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure
that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder
and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s
for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued and outstanding shares of
Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
To the extent that the limitation contained in this Section 11 applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates)
and of which portion of this Warrant is exercisable, in each case subject the limitation contained in this Section 11, and
the Company shall have no obligation to verify or confirm the accuracy of such determination. This provision shall not restrict
the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities
or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9
of this Warrant. This restriction may not be waived. Notwithstanding anything to the contrary contained in this Warrant, (a) no
term of this Section 11 may be waived by any party, nor amended such that the threshold percentage of ownership would be
directly or indirectly increased, (b) this restriction runs with the Warrant and may not be modified or waived by any subsequent
holder hereof and (c) any attempted waiver, modification or amendment of this Section 11 will be void ab initio.


 


12.         No
Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of
any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied
by the closing price of one Warrant Share as reported by the applicable Trading Market on the date of exercise.


 


13.         Registration.
The Company registered the Warrants and the Warrant Shares in the Registration Statement. The Company will use its reasonable best
efforts to maintain the effectiveness of such Registration Statement and the current status of the prospectus contained in the
Registration Statement or to file and maintain the effectiveness of another registration statement and another current prospectus
covering the Warrants and the Warrant Shares at any time that the Warrants are exercisable. However, if, at the time of the surrender
of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered
pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws
or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to
Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder provide to the Company an opinion
of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be
reasonably satisfactory to the Company, to the effect that such transfer does not require registration under the Securities Act.


 




    	9



    	 



    

 


14.         Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall
be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified in this Section 13 prior to 6:30 p.m. (New York City time)
on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number specified in this Section 14 on a day that is not a Trading Day or later than 6:30 p.m. (New York
City time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications
shall be: (i) if to the Company, to NeuroMetrix, Inc., 1000 Winter Street, Waltham, Massachusetts 02451, telecopy number: [•],
Attention: Chief Executive Officer (or such other address as the Company shall indicate in writing in accordance with this Section
14), or (ii) if to the Holder, to the address or facsimile number appearing on the Warrant Register or such other address or
facsimile number as the Holder may provide to the Company in accordance with this Section 14.


 


15.         Warrant
Agent. The Company shall serve as warrant agent under this Warrant. Upon 10 days’ notice to the Holder, the Company may
appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged, any corporation resulting
from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or
any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor
warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown
on the Warrant Register.


 


16.         Miscellaneous.


 


(a)          This
Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed
by the Company and the Holder and their successors and assigns. The foregoing sentence shall be subject to the restrictions on
waivers and amendments set forth in Section 11 of this Warrant.


 




    	10



    	 



    

 


(b)          All
questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law
thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant and
the transactions herein contemplated (“Proceedings”) (whether brought against a party hereto or its respective
Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits
to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding,
any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced
in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process
being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions
contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant, then the prevailing
party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such Proceeding.


 


(c)          The
headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.


 


(d)          In
case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(e)          Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of being a Holder, be entitled to any rights of a stockholder
with respect to the Warrant Shares.


 


[Signature Page Follows]


 




    	11



    	 



    

 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	NEUROMETRIX, INC.
	 	 	 
	 	By:	 
	 	 	Name: 	Shai Gozani
	 	 	Title:	President and Chief Executive Officer


 


[Signature Page to Underwriters’ Warrant]


 




    	 



    	 



    

 


EXERCISE NOTICE


NEUROMETRIX, INC.


WARRANT DATED April [•], 2015


 


The undersigned Holder hereby irrevocably elects
to purchase ____________ Warrant Shares pursuant to the above referenced Warrant. Capitalized terms used herein and not otherwise
defined have the respective meanings set forth in the Warrant.


 


		(1)	The undersigned Holder hereby exercises its right to purchase ____________ Warrant Shares pursuant to the Warrant.



 


		(2)	(PLEASE CHECK ONE METHOD OF PAYMENT)



 


__ The Holder shall pay the sum of $____________ to the
Company in accordance with the terms of the Warrant OR


 


__ The Holder shall exercise the Warrant
cashlessly in accordance with the terms of the Warrant.


 


		(3)	Pursuant to this Exercise Notice, the Company shall deliver to the holder ____________ Warrant Shares in accordance with the
terms of the Warrant.



 


		(4)	By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the
exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 11 of this Warrant
to which this notice relates.



 


	Dated: ____________, 20__	Name of Holder:
	 	 
	 	 
	 	(Print)
	 	Name: 	 
	 	Title:	 
	 	Date:	 
	 	 
	 	 (Signature must conform in all respects to name of holder as specified on the face of the Warrant)


 




    	 



    	 



    

 


Warrant  Exercise Log


 


	
         

        Date
	 	Number of Warrant

Shares Available to be

Exercised	 	Number of Warrant Shares 

Exercised	 	
        Number of

        Warrant Shares

        Remaining to

        be Exercised 

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




    	 



    	 



    

 


NEUROMETRIX, INC.


WARRANT DATED APRIL [•], 2015


WARRANT NO. [•]


 


FORM OF ASSIGNMENT


 


[To be completed and signed
only upon transfer of Warrant]


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto ____________ the right represented by the above-captioned Warrant to purchase
  share of Company Common Stock and appoints ____________ attorney to transfer said right on the books of the Company
with full power of substitution in the premises.


 


Dated: ____________, 20__


 


	 	 	 
	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)
	 	 	 
	 	 	 
	 	Address of Transferee	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


In the presence of: