Exhibit
4.1


 


Execution
Copy


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of May 4, 2017, by and between RITTER PHARMACEUTICALS,
INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited
liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the
parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase
Agreement”).


 


WHEREAS:


 


A.
Upon the terms and subject to the conditions of the Purchase Agreement, (i) the Company has agreed to issue to the Buyer, and
the Buyer has agreed to purchase, up to Six Million Five Hundred Thousand Dollars ($6,500,000) of the Company’s common stock,
par value $0.001 per share (the “Common Stock”), pursuant to Section 1 of the Purchase Agreement (such shares,
the “Purchase Shares”), and (ii) the Company has agreed to issue to the Buyer such number of shares of Common
Stock as is required pursuant to Section 4(e) of the Purchase Agreement (the “Commitment Shares”); and


 


B.
To induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “1933 Act”), and applicable state securities laws.


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


1.
DEFINITIONS.


 


As
used in this Agreement, the following terms shall have the following meanings:


 


a.
“Person” means any person or entity including any corporation, a limited liability company, an association,
a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


b.
“Prospectus” means the base prospectus, including all documents incorporated therein by reference, included
in any Registration Statement (as hereinafter defined), as it may be supplemented by a prospectus or the Prospectus Supplement
(as hereinafter defined), in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the
Company with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the 1933
Act, together with any then issued “issuer free writing prospectus(es),” as defined in Rule 433 of the 1933 Act, relating
to the Registrable Securities.


 


c.
“Register,” “registered,” and “registration” refer to a registration
effected by preparing and filing one or more registration statements of the Company in compliance with the 1933 Act and pursuant
to Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”),
and the declaration or ordering of effectiveness of such registration statement(s) by the SEC.


 




    	 



    	 



    

 


d.
“Registrable Securities” means the Purchase Shares that may from time to time be issued or issuable to the
Buyer upon purchases of the Available Amount under the Purchase Agreement (without regard to any limitation or restriction on
purchases), the Commitment Shares issued or issuable to the Buyer, and any shares of capital stock issued or issuable with respect
to the Purchase Shares, the Commitment Shares or the Purchase Agreement as a result of any stock split, stock dividend, recapitalization,
exchange or similar event, without regard to any limitation on purchases under the Purchase Agreement.


 


e.
“Registration Statement” means the Shelf Registration Statement and any other registration statement of the
Company, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein,
and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) under the 1933
Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the 1933 Act, covering only the sale
of the Registrable Securities.


 


f.
“Shelf Registration Statement” means the Company’s existing registration statement on Form S-3 (File
No. 333-213087).


 


2.
REGISTRATION.


 


a.
Mandatory Registration. The Company shall within two (2) Business Day of the Commencement Date file with the SEC a prospectus
supplement to the Shelf Registration Statement specifically relating to the Registrable Securities (the “Prospectus Supplement”).
The Buyer and its counsel shall have had a reasonable opportunity to review and comment upon such Prospectus Supplement prior
to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein.
The Company shall use its reasonable best efforts to keep the Shelf Registration Statement effective pursuant to Rule 415 promulgated
under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the Company
no longer qualifies to make sales under the Shelf Registration Statement (which shall be understood to include the inability of
the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration
Statement (as defined below) pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which the Company shall have
sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the
Purchase Agreement is terminated (the “Registration Period”). The Shelf Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 


b.
Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the
SEC, pursuant to Rule 424 promulgated under the 1933 Act, a prospectus, including any amendments or prospectus supplements thereto,
to be used in connection with sales of the Registrable Securities under the Registration Statement. The Buyer and its counsel
shall have two (2) Business Days to review and comment upon such prospectus prior to its filing with the SEC. The Buyer shall
use its reasonable best efforts to comment upon such prospectus within two (2) Business Days from the date the Buyer receives
the final version of such prospectus.


 




    	 



    	 



    

 


c.
Sufficient Number of Shares Registered. In the event the number of shares available under the Shelf Registration Statement
is insufficient to cover the Registrable Securities, the Company shall, to the extent necessary and permissible, amend the Shelf
Registration Statement or file a new registration statement (a “New Registration Statement”), so as to cover
all of such Registrable Securities as soon as reasonably practicable, but in any event not later than ten (10) Business Days after
the necessity therefor arises. The Company shall use its reasonable best efforts to have such amendment and/or New Registration
Statement become effective as soon as reasonably practicable following the filing thereof.


 


3.
RELATED OBLIGATIONS.


 


With
respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Sections 2(a) and
(c), including on the Shelf Registration Statement or on any New Registration Statement, the Company shall use its reasonable
best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof
and, pursuant thereto, the Company shall have the following obligations:


 


a.
The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any Registration
Statement and any New Registration Statement and any Prospectus used in connection with such Registration Statement, as may be
necessary to keep the Registration Statement or any New Registration Statement effective at all times during the Registration
Period, subject to Section 3(e) hereof and, during such period, comply with the provisions of the 1933 Act with respect to the
disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement
until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition
by the seller or sellers thereof as set forth in such Registration Statement. Should the Company file a post-effective amendment
to the Registration Statement or a New Registration Statement, the Company will use its reasonable best efforts to have such filing
declared effective by the SEC within thirty (30) consecutive Business Days following the date of filing, which such period shall
be extended for an additional thirty (30) Business Days if the Company receives a comment letter from the SEC in connection therewith.


 


b.
The Company shall submit to the Buyer for review and comment any disclosure in the Registration Statement, and all amendments
and supplements thereto (other than prospectus supplements that consist only of a copy of a filed Form 10-K, Form 10-Q or Current
Report on Form 8-K or any amendment as a result of the Company’s filing of a document that is incorporated by reference
into the Registration Statement), containing information provided by the Buyer for inclusion in such document and any descriptions
or disclosure regarding the Buyer, the Purchase Agreement, including the transaction contemplated thereby, or this Agreement at
least two (2) Business Days prior to their filing with the SEC, and not file any document in a form to which Buyer reasonably
and timely objects. Upon request of the Buyer, the Company shall provide to the Buyer all disclosure in the Registration Statement
and all amendments and supplements thereto (other than prospectus supplements that consist only of a copy of a filed Form 10-K,
Form 10-Q or Current Report on Form 8-K or any amendment as a result of the Company’s filing of a document that is incorporated
by reference into a Registration Statement) at least two (2) Business Days prior to their filing with the SEC, and not file any
document in a form to which Buyer reasonably and timely objects. The Buyer shall use its reasonable efforts to comment upon the
Registration Statement or any New Registration Statement and any amendments or supplements thereto within two (2) Business Days
from the date the Buyer receives the final version thereof. The Company shall furnish to the Buyer, without charge, any correspondence
from the SEC or the staff of the SEC to the Company or its representatives relating to the Registration Statement or any New Registration
Statement.


 




    	 



    	 



    

 


c.
Upon request of the Buyer, the Company shall furnish to the Buyer, (i) promptly after the same is prepared and filed with the
SEC, at least one copy of the Registration Statement and any amendment(s) thereto, including all financial statements and schedules,
all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any amendment(s) to a Registration
Statement, a copy of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such
other number of copies as the Buyer may reasonably request) and (iii) such other documents, including copies of any preliminary
or final prospectus, as the Buyer may reasonably request from time to time in order to facilitate the disposition of the Registrable
Securities owned by the Buyer.


 


d.
The Company shall use reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification
is available, the Registrable Securities covered by a Registration Statement under such other securities or “blue sky”
laws of such jurisdictions in the United States as the Buyer reasonably requests, (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary
to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain
such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Buyer who
holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration
or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 


e.
As promptly as reasonably practicable after becoming aware of such event or facts, the Company shall notify the Buyer in writing
if the Company has determined that the Prospectus included in any Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, and as promptly as reasonably practical (taking
into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of premature
disclosure of such event or facts) prepare a prospectus supplement or amendment to such Registration Statement to correct such
untrue statement or omission, and, upon the Buyer’s request, deliver a copy of such prospectus supplement or amendment to
the Buyer. In providing this notice to the Buyer, the Company shall not include any other information about the facts underlying
the Company’s determination and shall not in any way communicate any material nonpublic information about the Company or
the Common Stock to the Buyer. The Company shall also promptly notify the Buyer in writing (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become
effective (notification of such effectiveness shall be delivered to the Buyer by facsimile or e-mail on the same day of such effectiveness),
(ii) of any request by the SEC for amendments or supplements to any Registration Statement or related prospectus or related information,
and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be
appropriate. In no event shall the delivery of a notice under this Section 3(e), or the resulting unavailability of a Registration
Statement, without regard to its duration, for disposition of securities by Buyer be considered a breach by the Company of its
obligations under this Agreement. The preceding sentence in this Section 3(e) does not limit whether an event of default has occurred
as set forth in Section 9(a) of the Purchase Agreement.


 




    	 



    	 



    

 


f.
The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness
of any Registration Statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest practical
time and to notify the Buyer of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose.


 


g.
The Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the
same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted
under the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities if the Principal
Market (as such term is defined in the Purchase Agreement) is an automated quotation system. The Company shall pay all fees and
expenses in connection with satisfying its obligation under this Section.


 


h.
The Company shall cooperate with the Buyer to facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legend) representing the Registrable Securities to be offered pursuant to any Registration Statement and enable such
certificates to be in such denominations or amounts as the Buyer may reasonably request and registered in such names as the Buyer
may request.


 


i.
The Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.


 


j.
If reasonably requested by the Buyer, the Company shall (i) promptly incorporate in a prospectus supplement or post-effective
amendment to the Registration Statement such information as the Buyer believes should be included therein relating to the sale
and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable
Securities being sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities;
(ii) make all required filings of such prospectus supplement or post-effective amendment as promptly as practicable once notified
of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments
to any Registration Statement (including by means of any document incorporated therein by reference).


 


k.
The Company shall use its reasonable best efforts to cause the Registrable Securities covered by any Registration Statement to
be registered with or approved by such other governmental agencies or authorities in the United States as may be necessary to
consummate the disposition of such Registrable Securities.


 




    	 



    	 



    

 


l.
If reasonably requested by the Buyer, the Company shall deliver to the Buyer a written confirmation from Company’s counsel
of whether or not the effectiveness of such Registration Statement has lapsed at any time for any reason (including, without limitation,
the issuance of a stop order) and whether or not the Registration Statement is currently effective and available to the Company
for sale of all of the Registrable Securities.


 


m.
The Company agrees to take all other reasonable actions as necessary and reasonably requested by the Buyer to expedite and facilitate
disposition by the Buyer of Registrable Securities pursuant to any Registration Statement.


 


4.
OBLIGATIONS OF THE BUYER.


 


a.
The Buyer has furnished to the Company in Exhibit A hereto such information regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration
of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably
request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer
in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material
change in the information set forth in Exhibit A, other than changes in its ownership of the Common Stock.


 


b.
The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing
of any amendments and supplements to any Registration Statement hereunder.


 


5.
EXPENSES OF REGISTRATION.


 


All
reasonable expenses of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for the Buyer,
incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation,
all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the
Company, shall be paid by the Company.


 




    	 



    	 



    

 


6.
INDEMNIFICATION.


 


a.
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Buyer, each
Person, if any, who controls the Buyer, the members, the directors, officers, partners, employees, agents, representatives of
the Buyer and each Person, if any, who controls the Buyer within the meaning of the 1933 Act or the Securities Exchange Act of
1934, as amended (the “1934 Act”) (each, an “Indemnified Person”), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement
(with the consent of the Company, such consent not to be unreasonably withheld) or reasonable expenses, (collectively, “Claims”)
reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal
taken from the foregoing by or before any court or governmental, administrative or other regulatory agency or body or the SEC,
whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the
Registration Statement, any New Registration Statement or any post-effective amendment thereto or in any filing made in connection
with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which
Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged
untrue statement of a material fact contained in the final Prospectus or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein
were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other
law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale
of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement (the matters in the foregoing
clauses (i) through (iii) being, collectively, “Violations”). The Company shall reimburse each Indemnified
Person promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses
incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim by an Indemnified Person
arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing
to the Company by the Buyer or such Indemnified Person expressly for use in connection with the preparation of the Registration
Statement, any New Registration Statement, the Prospectus or any such amendment thereof or supplement thereto, if such prospectus
was timely made available by the Company; (B) with respect to any superseded prospectus, shall not inure to the benefit of any
such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or
to the benefit of any other Indemnified Person) if the untrue statement or omission of material fact contained in the superseded
prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made
available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing
not to use the incorrect prospectus prior to the use giving rise to a violation; (C) shall not be available to the extent such
Claim is based on a failure of the Buyer to deliver, or to cause to be delivered, the prospectus made available by the Company,
if such prospectus was theretofore made available by the Company pursuant to Section 3(c) or Section 3(e); and (D) shall not apply
to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Buyer pursuant
to Section 8.


 


b.
In connection with the Registration Statement any New Registration Statement or Prospectus, the Buyer agrees to indemnify, hold
harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,
each of its officers who signed the Registration Statement or signs any New Registration Statement, each Person, if any, who controls
the Company within the meaning of the 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an “Indemnified
Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934
Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the
extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information about the
Buyer set forth on Exhibit A attached hereto or updated from time to time in writing by the Buyer and furnished to the
Company by the Buyer expressly for inclusion in the Shelf Registration Statement or Prospectus or any New Registration Statement
or from the failure of the Buyer to deliver or to cause to be delivered the prospectus made available by the Company, if such
prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and, subject to Section 6(d), the
Buyer will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any
such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution
contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior
written consent of the Buyer, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and
effect and shall survive the transfer of the Registrable Securities by the Buyer pursuant to Section 8.


 




    	 



    	 



    

 


c.
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any
action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of
the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified
Party, as the case may be, and upon such notice, the indemnifying party shall not be liable to the Indemnified Person or Indemnified
Party for any legal or other expenses subsequently incurred by the Indemnified Person or Indemnified Party in connection with
the defense thereof; provided, however, that an Indemnified Person or Indemnified Party (together with all other Indemnified Persons
and Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain its own counsel
with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying
party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate
due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented
by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate with the indemnifying party in
connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim.
The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised as to the status of the defense or
any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim
or proceeding effected without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person,
consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability
in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating
to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within
a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action.


 




    	 



    	 



    

 


d.
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred. Any person receiving a payment pursuant
to this Section 6 which person is later determined to not be entitled to such payment shall return such payment to the person
making it.


 


e.
The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified
Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


7.
CONTRIBUTION.


 


To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent
permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any seller of Registrable Securities who
was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.


 


8.
ASSIGNMENT OF REGISTRATION RIGHTS.


 


The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer;
provided, however, that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise,
whereby the Company remains the surviving entity immediately after such transaction shall not be deemed an assignment. The Buyer
may not assign its rights under this Agreement without the prior written consent of the Company.


 


9.
AMENDMENT OF REGISTRATION RIGHTS.


 


Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the Company and the Buyer.


 


10.
MISCELLANEOUS.


 


a.
Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii)
upon receipt, when sent by electronic message (provided the recipient responds to the message and confirmation of both electronic
messages are kept on file by the sending party); or (iv) one (1) Business Day after timely deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:


 




    	 



    	 



    

 


If
to the Company:


 


Ritter
Pharmaceuticals, Inc.


1880
Century Park East, #1000


Los
Angeles, CA 90067


	 	Telephone:	310-203-1000
	 	Facsimile:	310-919-1600
	 	Attention:	Michael D. Step
	 	Email:	mike@ritterpharma.com


 


With
a copy (which shall not constitute notice) to:


 


Reed
Smith LLP


1901
Avenue of the Stars


Suite
700


Los
Angeles, CA 90067


	 	Telephone:	310-734-5232
	 	Facsimile:	 310-734-5299
	 	Attention:
    	Michael
    Sanders, Esq.
	 	Email:	 msanders@reedsmith.com


 


If
to the Buyer:


 


Aspire
Capital Fund, LLC


155
North Wacker Drive, Suite 1600


Chicago,
IL 60606


	 	Telephone:	312-658-0400
	 	Facsimile: 	312-658-4005
	 	Attention: 	Steven G. Martin
	 	Email: 	smartin@aspirecapital.com


 


With
a copy (which shall not constitute notice) to:


 


Morrison
& Foerster LLP


2000
Pennsylvania Avenue, NW, Suite 6000


Washington,
DC 20006


	 	Telephone:	 202-778-1611
	 	Facsimile:
    	202-887-0763
	 	Attention:
    	Martin
    P. Dunn, Esq.
	 	Email:	 mdunn@mofo.com


 


or
at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified
by written notice given to each other party at least one (1) Business Day prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine containing the time, date, and recipient facsimile number, (C) electronically generated
by the sender’s electronic mail containing the time, date and recipient email address or (D) provided by a nationally recognized
overnight delivery service, shall be rebuttable evidence of receipt in accordance with clause (i), (ii), (iii) or (iv) above,
respectively. Any party to this Agreement may give any notice or other communication hereunder using any other means (including
messenger service, ordinary mail or electronic mail), but no such notice or other communication shall be deemed to have been duly
given unless it actually is received by the party for whom it is intended.


 




    	 



    	 



    

 


b.
No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right,
power or privilege.


 


c.
The laws of the State of Delaware shall governall issues concerning the relative rights of the Company and its stockholders. All
other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Illinois or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than
the State of Illinois. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in the City of Chicago 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 suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement 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. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction
or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


d.
This Agreement, the Purchase Agreement and the other Transaction Documents constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein and therein. This Agreement, the Purchase Agreement and the other Transaction
Documents supersede all other prior oral or written agreements between the Buyer, the Company, their affiliates and persons acting
on their behalf with respect to the subject matter hereof and thereof.


 


e.
Subject to the requirements of Section 8, this Agreement shall inure to the benefit of and be binding upon the permitted successors
and assigns of each of the parties hereto.


 


f.
The headings in this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


g.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a
facsimile or pdf (or other electronic reproduction of a) signature shall be considered due execution and shall be binding upon
the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or pdf (or other electronic
reproduction of a) signature.


 


h.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


i.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and
no rules of strict construction will be applied against any party.


 


j.
This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


*
* * * * *


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above
written.


 


THE
COMPANY:


 


RITTER
PHARMACEUTICALS, INC.


 


	 	By:	/s/ Andrew
    J. Ritter
	 	Name:	Andrew
    J. Ritter
	 	Title:	President


 


BUYER:


 


	 	ASPIRE
    CAPITAL FUND, LLC
	 	BY:
    ASPIRE CAPITAL PARTNERS, LLC
	 	BY:
    SGM HOLDINGS CORP.


 


	 	By:	/s/
    Steven G. Martin 
	 	Name:	Steven
    G. Martin
	 	Title:	President


 




    	 



    	 



    

 


EXHIBIT
A


 


Information
About The Buyer Furnished To The Company By The Buyer


Expressly
For Use In Connection With The Registration Statement and Prospectus


 


Aspire
Capital Partners LLC (“Aspire Partners”) is the Managing Member of Aspire Capital Fund LLC (“Aspire Fund”).
SGM Holdings Corp (“SGM”) is the Managing Member of Aspire Partners. Mr. Steven G. Martin (“Mr. Martin”)
is the president and sole shareholder of SGM, as well as a principal of Aspire Partners. Mr. Erik J. Brown (“Mr. Brown”)
is the president and sole shareholder of Red Cedar Capital Corp (“Red Cedar”), which is a principal of Aspire Partners.
Mr. Christos Komissopoulos (“Mr. Komissopoulos”) is president and sole shareholder of Chrisko Investors Inc (“Chrisko”),
which is a principal of Aspire Partners. Each of Aspire Partners, SGM, Red Cedar, Chrisko, Mr. Martin, Mr. Brown, and Mr. Komissopoulos
may be deemed to be a beneficial owner of common stock held by Aspire Fund. Each of Aspire Partners, SGM, Red Cedar, Chrisko,
Mr. Martin, Mr. Brown, and Mr. Komissopoulos disclaims beneficial ownership of the common stock held by Aspire Fund.