Exhibit 10.3


 


 








 


 


 


January 3, 2017


STRICTLY CONFIDENTIAL


 


NeuroMetrix, Inc.


1000 Winter Street


Waltham, MA 02451


Attn: Thomas Higgins


 


Reference is made to
the engagement agreement (the “Engagement Agreement”), dated June 2, 2016, as amended on November 22, 2016 and
December 19, 2016, by and between NeuroMetrix, Inc. (the “Company”) and Rodman & Renshaw, a unit of H.C.
Wainwright & Co., LLC (“Rodman”), pursuant to which Rodman shall serve as the exclusive agent, advisor or
underwriter of the Company in connection with an Offering (as defined in the Engagement Agreement).


 


The Company and Rodman
hereby agree to amend Section A.2 and A.3 of the Engagement Agreement. As such, Section A.2 is hereby amended and restated in its
entirety to read as follows:


 


Warrant Coverage.
The Company shall issue to Rodman or its designees at each Closing, warrants (the “Rodman Warrants”) to purchase
that number of shares of common stock of the Company equal to 7.5% of the aggregate number of shares of Common Stock issued as
a result of new investments in the Company’s securities made in each Offering (and if the Securities are convertible or include
a “greenshoe” or “additional investment” option component, such number of shares of Common Stock underlying
such Securities or options, with the warrant issuable upon conversion of the Securities or the exercise of the option). If the
Securities included in an Offering are non-convertible, the Rodman Warrants shall be determined by dividing the gross proceeds
raised in such Offering divided by the then market price of the Common Stock. The Rodman Warrants shall have the same terms as
the warrants issued to investors in the applicable Offering, except that such Rodman Warrant shall have an exercise price equal
to 125% of the public offering price per share in the applicable Offering. If no warrants are issued to investors in an Offering,
the Rodman Warrants shall be in a customary form reasonably acceptable to the Company and to Rodman, have a term of 5 years and
an exercise price equal to 125% of the then market price of the Common Stock.


 


As such, Section A.3
is hereby amended and restated in its entirety to read as follows:


 


Expense Allowance.
Out of the proceeds of each Closing (which Closing may consist of one or more closings related to the same Offering), the Company
also agrees to pay Rodman up to $100,000 for its legal fees and expenses, subject to reimbursement by Rodman to the Company if
not used, in accordance with FINRA Rule 5110(f)(2)(C) and (f)(2)(D) (provided, however, that such reimbursement amount
in no way limits or impairs the indemnification and contribution provisions of this Agreement).


 


 





  


 


 





 






 430 Park Avenue |
New York, New York 10022 | 212.356.0500 | www.hcwco.com


Member: FINRA/SIPC



 



    	 	1	 



     


    

 





Except as expressly
set forth above, all of the terms and conditions of the Engagement Agreement shall continue in full force and effect after the
execution of this agreement and shall not be in any way changed, modified or superseded by the terms set forth herein. Defined
terms used herein but not defined herein shall have the meanings given to such terms in the Engagement Agreement.


 


This agreement may
be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts
shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.


 


[remainder of page
intentionally blank]


 


 


 


 


 


 


 


 


 


 


 


 


 





 






 430 Park Avenue |
New York, New York 10022 | 212.356.0500 | www.hcwco.com


Member: FINRA/SIPC


 






    	 	2	 



     


    

 








IN WITNESS WHEREOF, this agreement
is executed as of the date first set forth above.


 


	 	Very truly yours,
	 	 	 
	 	H.C. WAINWRIGHT & CO., LLC
	 	 	 
	 	 	 
	 	By	 /s/ Edward D. Silvera
	 	 	Name: Edward D. Silvera
	 	 	Title: Chief Operating Officer


 


Accepted and Agreed:


 


NEUROMETRIX,
INC.


	 	 	 
	 	 	 
	By	/s/ Thomas Higgins	 
	   	Name: Thomas Higgins	 
	   	Title: Chief Financial Officer	 


 







 





 


 


 


 


 





 






 430 Park Avenue |
New York, New York 10022 | 212.356.0500 | www.hcwco.com


Member: FINRA/SIPC 


 









    	 	3