ANOTHER PARTY PURSUANT TO THIS PARAGRAPH:
28
(I)
IF TO THE COMPANY, TO:
NEUROMetrix, Inc.
62 Fourth Avenue
Waltham, MA 02451
Attention: Shai Gozani, MD, Ph.D., Chairman, President & CEO
Telephone: (781) 890-9989
Facsimile: (781) 891-1556
with a copy to:
Honigman Miller Schwartz and Cohn LLP
444 West Michigan Avenue
Kalamazoo, MI 49007
Attention:
Phillip D. Torrence, Esq.
Telephone: (269) 337-7702
Facsimile:
(269) 337-7701
(II)
IF TO THE INVESTOR, AT ITS ADDRESS ON THE SIGNATURE PAGE TO THE
SECURITIES PURCHASE AGREEMENT.
8.
AMENDMENTS; WAIVER.
THIS AGREEMENT AND THE WARRANT MAY NOT BE
MODIFIED OR AMENDED EXCEPT PURSUANT TO AN INSTRUMENT IN WRITING SIGNED BY THE
COMPANY AND THE INVESTOR. ANY WAIVER OF A PROVISION OF THIS AGREEMENT MUST BE IN
WRITING AND EXECUTED BY THE PARTY AGAINST WHOM ENFORCEMENT OF SUCH WAIVER IS
SOUGHT.
THE COMPANY AGREES THAT IT WILL NOT ENTER INTO ANY MODIFICATION OR
AMENDMENT OF ANY AGREEMENT OR WARRANT BY OR BETWEEN THE COMPANY AND ANY OTHER
INVESTOR IN ANY MANNER THAT IS IN ANY RESPECT MORE FAVORABLE TO THE OTHER
INVESTORS, AND WILL NOT WAIVE ANY RIGHTS OF THE COMPANY, OR ANY OBLIGATIONS OF
THE OTHER INVESTORS WITH RESPECT TO THE SECURITIES OR THE WARRANT SHARES, IN
EACH CASE WITHOUT THE PRIOR WRITTEN CONSENT OF THE INVESTOR.
THE COMPANY SHALL
GIVE PROMPT WRITTEN NOTICE, INCLUDING A COPY THEREOF, OF ANY AMENDMENT,
MODIFICATION OR WAIVER OF THIS AGREEMENT, A WARRANT, OR ANY AGREEMENT BY OR
BETWEEN THE COMPANY AND ANY OTHER INVESTOR TO THE INVESTOR IF THE INVESTOR DID
NOT CONSENT IN WRITING TO SUCH AMENDMENT, MODIFICATION OR WAIVER.
9.
HEADINGS.
THE HEADINGS OF THE VARIOUS SECTIONS OF THIS AGREEMENT
HAVE BEEN INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE DEEMED TO
BE PART OF THIS AGREEMENT.
10.
ENTIRE AGREEMENT; SEVERABILITY.
THIS AGREEMENT AND THE WARRANT SET
FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES RELATING TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS,
NEGOTIATIONS AND UNDERSTANDINGS BETWEEN THE PARTIES, BOTH ORAL AND WRITTEN
RELATING TO THE SUBJECT MATTER HEREOF.
IF ANY PROVISION CONTAINED IN THIS
AGREEMENT IS DETERMINED TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT,
THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS CONTAINED
HEREIN SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
29
11.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW.
12.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH, WHEN
TAKEN TOGETHER, SHALL CONSTITUTE BUT ONE INSTRUMENT, AND SHALL BECOME EFFECTIVE
WHEN ONE OR MORE COUNTERPARTS HAVE BEEN SIGNED BY EACH PARTY HERETO AND
DELIVERED TO THE OTHER PARTIES.
13.
RIGHTS CUMULATIVE.
Each and all of the various rights, powers and
remedies of the parties shall be considered to be cumulative with and in
addition to any other rights, powers and remedies