Exhibit 4.2.9


 





AMENDMENT NO. 8 TO 


SHAREHOLDER RIGHTS AGREEMENT


 


 


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


 


WHEREAS, the
Company and the Rights Agent are parties to the Rights Agreement; and


 


WHEREAS, the
Company desires to extend the term of the Final Expiration Date (as defined in the Rights Agreement) by one year;


 


WHEREAS, pursuant
to Section 27 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement
subject to the terms of the Rights Agreement; and


 


WHEREAS, the
Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is necessary and
desirable in connection with the foregoing and the Company and the Rights Agent desire to evidence such amendment in writing.


 


NOW, THEREFORE,
in consideration of these premises and mutual agreements set forth herein, the parties agree as follows:


 


1.       Amendment
to Section 7. Section 7(a) of the Rights Agreement is amended by striking Section 7(a) thereof in its entirety and replacing
it with the following:


“(a) Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise
the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date
upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof
duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment
of the aggregate Exercise Price for the total number of one ten-thousandths of a share of Preferred Stock (or other securities,
cash or other assets, as the case may be) as to which such surrendered Rights are then exercised, at or prior to the earlier of
(i) the Close of Business on the eleventh anniversary of the Record Date (the “Final Expiration Date”), (ii) the time
at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”) or (iii) the time at which
such Rights are exchanged as provided in Section 24 hereof (the “Exchange Date”) (the earliest of (i), (ii) or (iii)
being herein referred to as the “Expiration Date”). Except as set forth in Section 7(e) hereof and notwithstanding
any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common
Stock of the Company may exercise all of the rights of a registered holder of a Right Certificate with respect to the Rights associated
with such shares of Common Stock of the Company in accordance with the provisions of this Agreement, as of the date such Person
becomes a record holder of shares of Common Stock of the Company.”


 




     


     


    

 





2.       Ratification.
The parties hereby ratify and confirm in all respects the Agreement, as amended by this Amendment.


 


3.       Governing
Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely
within such State.


 


4.       Counterparts.
This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


5.       Descriptive Headings. Descriptive
headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning
or construction of any of the provisions hereof.


 


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IN WITNESS WHEREOF,
the parties have entered into this Amendment No. 8 to Shareholder Rights Agreement as of the date first stated above.


 


NEUROMETRIX, INC.


 


	By:	 
	Name:	Thomas T. Higgins
	Title:	
        Senior Vice President, Chief

        Financial Officer, Treasurer and

        Principal Accounting Officer




 


AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC


	 	 	 	 	 	 
	By:	 
	Name:	 
	Title: