**REGISTRATION
      RIGHTS AGREEMENT**



















TABLE
      OF CONTENTS




Page1.
              
              Definitions
              22.
              
              Registration
                  Rights
              42.1
              Demand
                  Registration
              42.2
              Company
                  Registration
              62.3
              Underwriting
                  Requirements
              62.4
              Obligations
                  of the Company
              72.5
              Furnish
                  Information
              92.6
              Expenses
                  of Registration
              92.7
              Delay
                  of Registration
              92.8
              Indemnification
              102.9
              Reports
                  Under Exchange Act
              122.10
              Limitations
                  on Subsequent Registration Rights
              122.11
              “Market
                  Stand-off” Agreement
              122.12
              Restrictions
                  on Transfer
              132.13
              Termination
                  of Registration Rights
              143.
              
              Information
                  and Observer Rights
              143.1
              Delivery
                  of Financial Statements
              143.2
              Inspection
              153.3
              Termination
                  of Information Rights
              153.4
              Confidentiality
              164.
              
              Miscellaneous
              164.1
              Successors
                  and Assigns
              164.2
              Governing
                  Law
              174.3
              Counterparts;
                  Facsimile
              174.4
              Titles
                  and Subtitles
              174.5
              Notices
              174.6
              Amendments
                  and Waivers
              174.7
              Severability
              184.8
              Aggregation
                  of Stock
              184.9
              Entire
                  Agreement
              184.11
              Dispute
                  Resolution
              184.12
              Delays
                  or Omissions
              18




i
 **REGISTRATION
        RIGHTS AGREEMENT**
  **THIS
        REGISTRATION RIGHTS AGREEMENT** (this
“ **Agreement** ”) **** is
        made
        as of the 18th day of November 2008, by and among Neuro-Hitech, Inc., a Delaware corporation (the “ **Company** ”),
        and
        each of TG United Pharmaceuticals, Inc. and David Ambrose (each, an
“ **Investor** ”).
        The
        Company and Investors are sometimes referred to herein as a “ **Party** ”
and
        collectively as the “ **Parties** .”
  **RECITALS**
  **WHEREAS** ,
        the
        Company and Investors are parties to that certain Modification Agreement
        and
        Release, dated of even date herewith (the “ **Modification
        Agreement** ”);
        and
  **WHEREAS** ,
        in
        order to induce the Investors to enter into the Modification Agreement, the
        Investors and the Company hereby agree that this Agreement shall govern the
        rights of the Investors to receive certain information from the Company,
        shall
        cause the Company to register shares of Common Stock issuable to the Investors
        upon the conversion of Series A Preferred Stock and Series B Preferred Stock
        issued to the Investors pursuant to the Modification Agreement, and shall
        govern
        certain other matters as set forth in this Agreement;
  **NOW,
        THEREFORE** ,
        the
        parties hereby agree as follows:
  1.
              Definitions.****For
                  purposes of this Agreement:
  1.1  “ **Affiliate** ”
means,
        with respect to any specified Person, any other Person who, directly or
        indirectly, controls, is controlled by, or is under common control with such
        Person, including without limitation any general partner,
        managing member, officer or director  of
        such
        Person or any venture capital fund now or hereafter existing that is controlled
        by one or
        more general partners or managing members of, or shares the same management
        company with, such Person.
  1.2  “ **Common
        Stock** ”
means
        shares of the Company’s common stock, par value $0.001 per share.
  1.3  “ **Damages** ”
means
        any loss, damage,
        or liability (joint or several) to which a party hereto may become subject
        under
        the Securities Act, the Exchange Act, or other federal or state law, insofar
        as
        such loss, damage,
        or liability (or any action in respect thereof) arises out of or is based
        upon
        (i) any untrue statement or alleged untrue statement of a material fact
        contained in any registration statement of the Company, including any
        preliminary prospectus or final prospectus contained therein or any amendments
        or supplements thereto; (ii) an omission or alleged omission to state
        therein a material fact required to be stated therein, or necessary to make
        the
        statements therein not misleading; or (iii) any violation or alleged violation
        by the  indemnifying **** party (or
        any
        of its agents or Affiliates) **** of
        the
        Securities Act, the Exchange Act, any state securities law, or any rule or
        regulation promulgated under the Securities Act, the Exchange Act, or any
        state
        securities law.
  1.4  “ **Exchange
        Act** ”
means
        the Securities Exchange Act of 1934, as amended, and the rules and regulations
        promulgated thereunder.
  2
  1.5  “ **Excluded
        Registration** ”
means (i) a
        registration relating  to
        the
        sale of securities to employees of the Company or
        a
        subsidiary pursuant
        to a stock option, stock purchase, or similar plan ;
        (ii) a
        registration relating to an
        SEC Rule 145 transaction; (iii) a
        registration on any form that does not include substantially the same
        information as would be required to be included in a registration statement
        covering the sale of the Registrable Securities; or (iv) a
        registration in which the only Common Stock being registered is Common Stock
        issuable upon conversion of debt securities that are also being
        registered.
  1.6  “ **Form
        S-1** ”
means
        such form under the Securities Act as in effect on the date hereof or any
        successor registration form under the Securities Act subsequently adopted
        by the
        SEC.
  1.7  “ **Form
        S-3** ”
means
        such form under the Securities Act as in effect on the date hereof or any
        registration form under the Securities Act subsequently adopted by the SEC
        that
        permits incorporation of substantial information by reference to other documents
        filed by the Company with the SEC.
  1.8  “ **GAAP** ”
means
        generally accepted accounting principles in the United States.
  1.9  “ **Holder** ”
means
        any holder of Registrable Securities who is a party to this
        Agreement.
  1.10  “ **Immediate
        Family Member** ”
means
        a
        child , stepchild,
        grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
        father-in-law, son-in-law, daughter-in-law, brother-in-law, **** or **** sister-in-law,
        including adoptive relationships, of a natural person referred to
        herein.
  1.11  “ **Initiating
        Holders** ”
means,
        collectively, Holders who properly initiate a registration request under
        this
        Agreement.
  1.12  “ **Person** ”
means
        any individual, corporation, partnership, trust, limited liability company,
        association or  other entity .
  1.13  “ **Preferred
        Stock** ”
means,
        collectively, shares of the Company’s Series A
        Preferred Stock and
        Series B Preferred Stock .
  1.14  “ **QPO** ”
means
        the closing
        of the sale of shares of the Company’s Common Stock to the public, in a
        firm-commitment underwritten public offering pursuant to an effective
        registration statement under the Securities Act, resulting in at least
        $20,000,000 of proceeds, net of the underwriting discount and commissions,
        to
        the Company.
  1.15  “ **Registrable
        Securities** ”
means
        (i) the Common Stock issuable or issued upon conversion of the Series
        A Preferred
        Stock; (ii) the Common Stock issuable or issued upon conversion of the
        Series B Preferred Stock; (iii) any Common Stock held by the Investors that
        is not registered with the SEC; and (iv) any Common Stock issued as (or issuable upon the conversion or
        exercise of any warrant, right, or other security that is issued as) a dividend
        or other distribution with respect to, or in exchange for or in replacement
        of,
        the shares referenced in clauses (i) and (ii) above;
        excluding in all cases, however, any Registrable Securities sold by a Person
        in
        a transaction in which the applicable **** rights
        under this
        Agreement are not
        assigned pursuant
        to Section
        4.1 ,
        and
        excluding for purposes of Section 2 **** any
        shares for which registration rights have terminated pursuant to Section 2.13 **** of
        this
        Agreement.
  3
  1.16  “ **Registrable
        Securities then outstanding** ”
means
        the number of shares determined by adding the number
        of
        shares of outstanding Common
        Stock that
        are
        Registrable Securities and
        the number
        of shares of **** Common
        Stock issuable (directly
        or indirectly) pursuant
        to then exercisable and/ or
        convertible securities that are Registrable Securities.
  1.17  “ **Restricted
        Securities** ”
means
        the securities of the Company required to bear the legend set forth in Section 2.12 (b) hereof.
  1.18  “ **SEC** ”
means
        the Securities and Exchange Commission.
  1.19  “ **SEC
        Rule 144** ”
means
        Rule 144 promulgated by the SEC under the Securities Act.
  1.20  “ **SEC
        Rule 145** ”
means
        Rule 145 promulgated by the SEC under the Securities Act.
  1.21  “ **Securities
        Act** ”
means
        the Securities Act of 1933, as amended, and the rules and regulations
        promulgated thereunder.
  1.22  “ **Selling
        Expenses** ”
means
        all underwriting discounts, selling commissions, and stock transfer taxes
        applicable to the sale of Registrable Securities, and fees and disbursements
        of
        counsel for any Holder, except for
        the
        fees and disbursements of the Selling Holder Counsel borne and paid by the
        Company as
        provided in Section 2.6.
  1.23  “ **Series
        A Preferred Stock** ”
means
        shares of the Company’s Series A Preferred Stock, par value $0.001 per
        share.
  1.24  “ **Series
        B Preferred Stock** ”
means
        shares of the Company’s Series B Preferred Stock, par value $0.001 per
        share.
  2.
              Registration
                  Rights.The Company covenants and agrees as
                  follows:
  2.1  Demand
        Registration .
  (a)  Form
        S-1 Demand . If
        at any
        time after the earlier of (i) five years after the date of this Agreement
        or (ii) 180 days after
        the effective date of the registration statement for the QPO, the Company
        receives a request from Holders of at least 750,000 shares of Series A Preferred
        Stock (subject
        to appropriate adjustment for stock splits, stock dividends, combinations,
        and
        other recapitalizations) that
        the
        Company file a Form
        S-1 registration statement **** with
        respect to 50% of the Registrable Securities then outstanding, then the Company
        shall (i) within 10 days after the date such request is given, give notice
        thereof (the “ **Demand
        Notice** ”)
        to all
        Holders other than the Initiating Holders; and (ii) as soon as practicable,
        and
        in any event within 60 days after the date such request is given by the
        Initiating Holders, file a Form
        S-1 registration statement under the Securities Act covering all Registrable
        Securities that the I nitiating Holders requested **** to
        be
        registered , subject
        to the limitations of Section 2.1( c ) and Section
        2.3.
  4
  (b)  Form
        S-3 Demand .
        If at
        any time when it is eligible to use a Form S-3 registration statement, the
        Company receives a request from Holders of at least 750,000 shares of Series
        A
        Preferred Stock (subject
        to appropriate adjustment for stock splits, stock dividends, combinations,
        and
        other recapitalizations) that
        the
        Company file a Form S-3 registration statement with respect to at least 25%
        of
        the Registrable Securities then outstanding, then the Company shall (i) within
        10 days after the date such request is given, give a Demand Notice to all
        Holders other than the Initiating Holders; and (ii) as soon as practicable,
        and
        in any event within 45 days after the date such request is given by the
        Initiating Holders, file a Form S-3 registration statement under the Securities
        Act covering all Registrable Securities requested to be included in such
        registration by any other Holders, as specified by notice given by each such
        Holder to the Company within 20 days of the date the Demand Notice is given,
        and
        in each case, subject to the limitations of Section
        2.1(c) and Section 2.3 .
  (c)  Notwithstanding
        the foregoing obligations, if the Company furnishes to Holders requesting
        a
        registration pursuant to this Section
        2.1 a
        certificate signed by the Company’s chief executive officer stating that in the
        good faith judgment of the Company’s Board of Directors it would be materially
        detrimental to the Company and its stockholders for such registration statement
        to either become effective or remain effective for as long as such registration
        statement otherwise would be required to remain effective, because such action
        would (i) materially interfere with a significant acquisition, corporate
        reorganization, or other similar transaction involving the Company; (ii)
        require
        premature disclosure of material information that the Company has a bona
        fide
        business purpose for preserving as confidential; or (iii) render the
        Company unable to comply with requirements under the Securities Act or Exchange
        Act, then the
        Company shall have the right to defer taking action with respect to such
        filing,
        and any time periods with respect to filing or effectiveness thereof shall
        be
        tolled correspondingly, for a period of not more than 90 days
        after the request of the Initiating Holders is given; provided,
        however ,
        that
        the Company may not invoke this right more than once in any twelve (12) month
        period ;
        and provided
        further that the
        Company shall not register any securities for its own account or that of
        any
        other stockholder during such 90 day period other than an
        Excluded Registration .
  (d)  The
        Company shall not be obligated to effect, or to take any action to effect,
        any
        registration pursuant to Section
        2.1 (a) (i)
        during the period that is 60
        days
        before the Company’s good faith estimate of the date of filing of, and ending on
        a date that is 180 days after the effective date of, a Company-initiated
        registration, provided ,
        that
        the Company is actively employing in good faith commercially reasonable efforts
        to cause such registration statement to become effective; (ii)
        after the Company has effected one registration pursuant
        to Section
        2.1(a) ;
        or
        (iii) if the Initiating Holders propose to dispose of shares of Registrable
        Securities that may be immediately registered on Form S-3 pursuant to a request
        made pursuant to Section 2.1(b) .
        The
        Company shall not be obligated to effect, or to take any action to effect,
        any
        registration pursuant to Section
        2.1(b) (i)
        during the period that is 30 days before the Company’s good faith estimate of
        the date of filing of, and ending on a date that is 90 days after the effective
        date of, a Company-initiated registration, provided, that the Company is
        actively employing in good faith commercially reasonable efforts to cause
        such
        registration statement to become effective; or (ii) if the Company has effected
        two registrations pursuant to Section
        2.1(b) within
        the twelve (12) month period immediately preceding the date of such
        request.  A
        registration shall not be counted as “effected” for purposes of this Section
        2.1 (d) until
        such time as the applicable registration statement has been declared effective
        by the SEC, unless the Initiating Holders withdraw their request for such
        registration, elect not to pay the registration expenses therefor, and
        forfeit their right to one demand registration statement pursuant
        to Section 2.6, in which
        case such withdrawn registration statement shall be counted as “effected” for
        purposes of this Section 2.1(d).
  5
  2.2  Company
        Registration .  If
        the
        Company proposes to register (including, for this purpose, a registration
        effected by the Company for stockholders other than the Holders) any of its Common
        Stock under
        the Securities Act in connection with the public offering of such securities
        solely for cash (other than in an
        Excluded Registration), the Company shall, at such time, promptly give each
        Holder notice of such registration. Upon the request of each Holder given
        within
        20 days after such notice is given by the Company, the Company shall, subject
        to
        the provisions of Section 2.3 , cause to
        be registered all of the Registrable Securities that each such Holder has
        requested to be included in such registration. The Company shall have the
        right
        to terminate or withdraw any registration initiated by it under this Section
        2.2 before
        the effective date of such registration, whether or not any Holder has elected
        to include Registrable Securities in such registration. The expenses (other
        than Selling Expenses) of
        such
        withdrawn registration shall be borne by the Company in accordance with Section 2.6 .
  2.3  Underwriting
        Requirements .
  (a)  If,
        pursuant to Section  2.1 , the
        Initiating Holders **** intend
        to
        distribute the Registrable Securities covered by their request by means of
        an
        underwriting, they shall so advise the Company as a part of their request
        made
        pursuant to Section 2.1, and the
        Company shall include such information in the Demand Notice .
        The
        underwriter (s) will be
        selected by the Company and shall be reasonably acceptable to a majority
        in
        interest of the Initiating Holders. In such event, the right of any Holder
        to
        include such Holder’s Registrable Securities in such registration shall be
        conditioned upon such Holder’s participation in such underwriting and the
        inclusion of such Holder’s Registrable Securities in the underwriting to the
        extent provided herein. All Holders proposing to distribute their securities
        through such underwriting shall (together with the Company as provided in Section 2.4 (e) )
        enter
        into an underwriting agreement in customary form with the underwriter(s)
        selected for such underwriting. Notwithstanding any other provision of this Section 2.3, if the
        underwriter(s) advise(s) the Initiating Holders in writing that marketing
        factors require a limitation on the number of shares to be underwritten,
        then
        the Initiating Holders shall so advise all Holders of Registrable Securities
        that otherwise would be underwritten pursuant hereto, and the number of
        Registrable Securities that may be included in the underwriting shall be
        allocated among such Holders
        of Registrable Securities, including the Initiating Holders, in proportion
        (as
        nearly as practicable) to the number of Registrable Securities owned
        by
        each Holder or in
        such other proportion as shall mutually be agreed to by all such selling
        Holders ; provided,
        however ,
        that
        the number of Registrable Securities held by the Holders to be included in
        such
        underwriting shall not be reduced unless all other securities are first entirely
        excluded from the underwriting.
  6
  (b)  In
        connection with any offering involving an underwriting of shares of the
        Company’s capital stock pursuant to Section
        2.2 ,
        the
        Company shall not be required to include any of the Holders’ Registrable
        Securities in such underwriting unless the Holders accept the terms of the
        underwriting as agreed upon between the Company and its underwriters, and
        then
        only in such quantity as the underwriters in their sole discretion determine
        will not jeopardize the success of the offering by the Company. If the total
        number of securities, including Registrable Securities, requested by
        stockholders to be included in such offering exceeds the number of securities
        to
        be sold (other than by the Company) that the underwriters in their reasonable
        discretion determine is compatible with the success of the offering, then
        the
        Company shall be required to include in the offering only that number of
        such
        securities, including Registrable Securities, which the underwriters and
        the
        Company in their sole discretion determine will not jeopardize the success
        of
        the offering. If
        the
        underwriters determine that less than all of the Registrable Securities
        requested to be registered can be included in such offering, then the
        Registrable Securities that are included in such offering shall be allocated among
        the selling Holders in
        proportion (as nearly as practicable to) the
        number of Registrable Securities owned by each selling Holder or in
        such other proportions as shall mutually be agreed to by all such selling
        Holders. Notwithstanding
        the foregoing, in no event shall (i) the
        number of Registrable Securities included in the offering be reduced unless
        all
        other securities (other than securities to be sold by the Company) are first
        entirely excluded from the offering, or (ii) the
        number of Registrable Securities included in the offering be reduced below
        30%
        of the total number of securities included in such offering, unless such
        offering is the QPO, in which case the selling Holders may be excluded further
        if the underwriters make the determination described above and no other
        stockholder’s securities are included in such offering. For purposes of the
        provision in this Section 2.3 (b) concerning apportionment, for any selling Holder that
        is a
        partnership, limited liability company, or corporation, the partners, members,
        retired partners, retired members, stockholders, and Affiliates of such Holder,
        or the estates and Immediate Family Members of any such partners, retired
        partners, members, and retired members and any trusts for the benefit of
        any of
        the foregoing Persons, shall be deemed to be a single “selling Holder,” and any
        pro rata reduction with respect to such “selling Holder” shall be based upon the
        aggregate number of Registrable Securities owned by all Persons included
        in such
“selling Holder,” as defined in this sentence.
  (c)  For
        purposes of Section  2.1 , a
        registration shall not be counted as “effected” if, as a result of an exercise
        of the underwriter’s cutback provisions in Section 2.3 (a) ,
        all of
        the Registrable Securities that Holders have requested to be included in
        such
        registration statement are not actually included.
  2.4  Obligations
        of the Company . Whenever
        required under this Section
        2 to
        effect the registration of any Registrable Securities, the Company shall,
        as
        expeditiously as reasonably possible:
  (a)  prepare
        and file with the SEC a registration statement with respect to such Registrable
        Securities and use its commercially reasonable efforts to cause
        such registration statement to become effective and, upon the request of
        the
        Holders of a majority of the Registrable Securities registered thereunder,
        keep
        such registration statement effective for a period of up to 120 days or,
        if
        earlier, until the distribution contemplated in the registration statement
        has
        been completed; provided,
        however ,
        that
        (i) such 120 day period shall be extended for a period of time equal to the
        period the Holder refrains, at the request of an underwriter of Common Stock
        (or
        other securities) of the Company, from selling any securities included in
        such
        registration, and (ii) in the case of any registration of Registrable Securities
        on Form S-3 that are intended to be offered on a continuous or delayed basis,
        subject to compliance with applicable SEC rules, such 120 day period shall
        be
        extended for up to 180 days, if necessary, to keep the registration statement
        effective until all such Registrable Securities are sold ;
  7
  (b)  prepare
        and file with the SEC such amendments and supplements to such registration
        statement, and the prospectus used in connection with such registration
        statement, as may be necessary to comply with the Securities Act in order
        to
        enable the disposition of all securities covered by such registration
        statement;
  (c)  furnish
        to the selling Holders such numbers of copies of a prospectus, including
        a
        preliminary prospectus, as required by the Securities Act, and such other
        documents as the Holders may reasonably request in order to facilitate their
        disposition of their Registrable Securities;
  (d)  use
        its
        commercially reasonable efforts to register and qualify the securities covered
        by such registration statement under such other securities or blue-sky laws
        of
        such jurisdictions as shall be reasonably requested by the selling Holders; provided
        that the
        Company shall not be required to qualify to do business or to file a general
        consent to service of process in any such states or jurisdictions, unless
        the Company is already subject to service in such jurisdiction and except
        as may
        be required by the Securities Act;
  (e)  in
        the
        event of any underwritten public offering, enter into and perform its
        obligations under an underwriting agreement, in usual and customary form,
        with
        the underwriter (s) of such
        offering;
  (f)  use
        its
        commercially reasonable efforts to cause all such Registrable Securities
        covered
        by such registration statement to be listed on a national securities exchange
        or
        trading system and each securities exchange and trading system (if any) on
        which
        similar securities issued by the Company are then listed;
  (g)  provide
        a
        transfer agent and registrar for all Registrable Securities registered pursuant
        to this Agreement and provide a CUSIP number for all such Registrable
        Securities, in each case not later than the effective date of such
        registration;
  (h)  promptly
        make available for inspection by the selling Holders, any
        underwriter (s) participating in any disposition pursuant to such registration statement,
        and
        any attorney or accountant or other agent retained by any such underwriter
        or
        selected by the selling Holders, all financial and other records, pertinent
        corporate documents, and properties of the Company, and cause the Company’s
        officers, directors, employees, and independent accountants to supply all
        information reasonably requested by any such seller, underwriter, attorney,
        accountant, or agent ,
        in each
        case, as necessary or advisable to verify the accuracy of the information
        in
        such registration statement and to conduct appropriate due diligence in
        connection therewith ;
  8
  (i)  notify
        each selling Holder, promptly after the Company receives notice thereof,
        of the
        time when such registration statement has been declared effective or a
        supplement to any prospectus forming a part of such registration statement
        has
        been filed; and
  (j)  after
        such registration statement becomes effective, notify each selling Holder
        of any
        request by the SEC that the Company amend or supplement such registration
        statement or prospectus.
  2.5  Furnish
        Information .
        It
        shall be a condition precedent to the obligations of the Company to take
        any
        action pursuant to this Section
        2 with
        respect to the Registrable Securities of any selling Holder that such Holder
        shall furnish to the Company such information regarding itself, the Registrable
        Securities held by it, and the intended method of disposition of such securities
        as is reasonably required to effect the registration of such Holder’s
        Registrable Securities.
  2.6  Expenses
        of Registration .
        All
        expenses (other than Selling Expenses) incurred in connection wit h
        registrations, filings, or qualifications pursuant to Section 2 ,
        including all registration, filing, and qualification fees; printers’ and
        accounting fees; fees and disbursements of counsel for the Company; and the
        reasonable fees and disbursements, not to exceed $50,000, of one counsel
        for the
        selling Holders **** (“ **Selling
        Holder Counsel** ”) ,
        shall
        be borne and paid by the Company; provided,
        however ,
        that
        the Company shall not be required to pay for any expenses of any registration
        proceeding begun pursuant to Section
        2.1  if
        the
        registration request is subsequently withdrawn at the request of the Holders
        of
        a majority of the Registrable Securities to be registered (in which case
        all
        selling Holders shall bear such expenses pro rata based upon the number of
        Registrable Securities that were to be included in the withdrawn registration),
        unless the Holders of a majority of the Registrable Securities agree to forfeit
        their right to one registration pursuant to Section
        2.1 (a) or Section 2.1(b) , as the
        case may be; provided
        further that if,
        at the time of such withdrawal, the Holders shall have learned of a material
        adverse change in the condition, business, or prospects of the Company from
        that
        known to the Holders at the time of their request and have withdrawn the
        request
        with reasonable promptness after learning of such information then the Holders
        shall not be required to pay any of such expenses and shall not forfeit their
        right to one registration pursuant to Section
        2.1 (a) or Section 2.1(b) .
        All
        Selling Expenses relating to Registrable Securities registered pursuant to
        this Section
        2 shall be
        borne and paid by the Holders pro rata on the basis of the number of Registrable
        Securities registered on their behalf.
  2.7  Delay
        of Registration .
        No
        Holder shall have any right to obtain or seek an injunction restraining or
        otherwise delaying any registration pursuant to this Agreement as the result
        of
        any controversy
        that might arise with respect to the interpretation or implementation of
        this Section
        2 .
  9
  2.8  Indemnification . If any
        Registrable Securities are included in a registration statement under this Section
        2 :
  (a)  To
        the
        extent permitted by law, the Company will indemnify and hold harmless each
        selling Holder, and the partners, members, officers, directors, and stockholders
        of each such Holder; legal counsel and accountants for each such Holder;
        any
        underwriter (as defined in the Securities Act) for each such Holder; and
        each
        Person, if any, who controls such Holder or underwriter within the meaning
        of
        the Securities Act or the Exchange Act, against any Damages, and the Company
        will pay to each such Holder, underwriter, controlling Person, or other
        aforementioned Person any legal or other expenses reasonably incurred thereby
        in
        connection with investigating or
        defending any claim
        or proceeding from which Damages may result, as such expenses are incurred; provided,
        however ,
        that
        the indemnity agreement contained in this Section 2.8 (a) shall
        not apply to amounts paid in settlement of any such claim or
        proceeding if such settlement is effected without the consent of the Company,
        which consent shall not be unreasonably withheld, nor shall the Company be
        liable for any Damages to the extent that they arise out of or are based
        upon
        actions or omissions made in reliance upon and in conformity with written
        information furnished by or on behalf of any such Holder, underwriter,
        controlling Person, or other aforementioned Person expressly for use in
        connection with such registration.
  (b)  To
        the
        extent permitted by law, each selling Holder, severally and not jointly,
        will
        indemnify and hold harmless the Company, and each of its directors, each
        of its
        officers who has signed the registration statement, each Person (if any),
        who
        controls the Company within the meaning of the Securities Act, legal counsel
        and
        accountants for the Company, any underwriter (as defined in the Securities
        Act),
        any other Holder selling securities in such registration statement, and any
        controlling Person of any such underwriter or other Holder, against any Damages,
        in each case only to the extent that such Damages arise out of or are based
        upon
        actions or omissions made in reliance upon and in conformity with written
        information furnished by or on behalf of such selling Holder expressly for
        use
        in connection with such registration; and each such selling Holder will pay
        to
        the Company and each other aforementioned Person any legal or other expenses
        reasonably incurred thereby in connection with investigating or
        defending any claim
        or proceeding from which Damages may result, as such expenses are incurred; provided,
        however ,
        that
        the indemnity agreement contained in this Section 2.8 (b) shall
        not apply to amounts paid in settlement of any such claim or
        proceeding if such settlement is effected without the consent of the Holder,
        which consent shall not be unreasonably withheld; and provided
        further that in
        no event shall the aggregate amounts payable by any Holder by way of indemnity
        or contribution under Sections
        2.8(b) and 2.8(d)  exceed
        the proceeds from the offering received
        by such Holder (net
        of
        any Selling Expenses paid by
        such Holder ) ,
        except
        in the case of fraud or willful misconduct by such Holder.
  (c)  Promptly
        after receipt by an indemnified party under this Section 2.8 **** of
        notice
        of the commencement of any action (including any governmental action) for
        which
        a party may be entitled to indemnification hereunder, such indemnified party
        will, if a claim in respect thereof is to be made against any indemnifying
        party
        under this Section 2.8 , give the
        indemnifying party notice of the commencement thereof. The indemnifying party
        shall have the right to participate in such action and, to the extent the
        indemnifying party so desires, participate jointly with any other indemnifying
        party to which notice has been given, and to assume the defense thereof with
        counsel mutually satisfactory to the parties; provided,
        however ,
        that an
        indemnified party (together with all other indemnified parties that may be
        represented without conflict by one counsel) shall have the right to retain
        one
        separate counsel, with the fees and expenses to be paid by the indemnifying
        party, if representation of such indemnified party by the counsel retained
        by
        the indemnifying party would be inappropriate due to actual or potential
        differing interests between such indemnified party and any other party
        represented by such counsel in such action. The failure to give notice to
        the
        indemnifying party within a reasonable time of the commencement of any such
        action shall relieve such indemnifying party of any liability to the indemnified
        party under this Section 2.8 , to the
        extent that such failure materially prejudices the indemnifying party’s ability
        to defend such action. The failure to give notice to the indemnifying party
        will
        not relieve it of any liability that it may have to any indemnified party
        otherwise than under this Section 2.8 .
  10
  (d)  To
        provide for just and equitable contribution to joint liability under the
        Securities Act in any case in which either (i) any party otherwise entitled
        to
        indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8 but it
        is judicially determined (by the entry of a final judgment or decree by a
        court
        of competent jurisdiction and the expiration of time to appeal or the denial
        of
        the last right of appeal) that such indemnification may not be enforced in
        such
        case, notwithstanding the fact that this Section 2.8 provides
        for indemnification in such case, or (ii) contribution under the Securities
        Act
        may be required on the part of any party hereto for which indemnification
        is
        provided under this Section 2.8 , then,
        and in each such case, such parties will contribute to the aggregate losses,
        claims, damages, liabilities, or expenses to which they may be subject (after
        contribution from others) in such proportion as is appropriate to reflect
        the
        relative fault of each
        of the indemnifying party and the indemnified party in connection with the statements,
        omissions, or other actions that resulted in such loss, claim, damage,
        liability, or expense, as well as to reflect any other relevant equitable
        considerations. The relative fault of the indemnifying party and of the
        indemnified party shall be determined by reference to, among other things,
        whether the untrue or allegedly untrue statement of a material fact, or the
        omission or alleged omission of a material fact, relates to information supplied
        by the indemnifying party or by the indemnified party and the parties’ relative
        intent, knowledge, access to information, and opportunity to correct or prevent
        such statement or omission; provided,
        however ,
        that,
        in any such case, (x) no Holder will be required to contribute any amount
        in
        excess of the public offering price of all such Registrable Securities offered
        and sold by such Holder pursuant to such registration statement, and (y)
        no
        Person guilty of fraudulent misrepresentation (within the meaning of Section
        11(f) of the Securities Act) will be entitled to contribution from any Person
        who was not guilty of such fraudulent misrepresentation; and provided
        further that in
        no event shall a Holder’s liability pursuant to this Section 2.8 (d) ,
        when
        combined with the amounts paid or payable by such Holder pursuant to Section 2.8 (b) ,
        exceed
        the proceeds from the offering received
        by such Holder (net
        of
        any Selling Expenses )  paid by such
        Holder **)** ,
        except
        in the case of willful misconduct or fraud by such Holder.
  (e)  Notwithstanding
        the foregoing, to the extent that the provisions on indemnification and
        contribution contained in the underwriting agreement entered into in connection
        with the underwritten public offering are in conflict with the foregoing
        provisions, the provisions in the underwriting agreement shall
        control.
  (f)  Unless
        otherwise superseded by an underwriting agreement entered into in connection
        with the underwritten public offering, the obligations of the Company and
        Holders under this Section 2.8 shall
        survive the completion of any offering of Registrable Securities in a
        registration under this Section
        2 ,
        and
        otherwise shall survive the termination of this Agreement.
  11
  2.9  Reports
        Under Exchange Act .
        With a
        view to making available to the Holders the benefits of SEC Rule 144 and
        any
        other rule or regulation of the SEC that may at any time permit a Holder
        to sell
        securities of the
        Company to the public without registration or pursuant to a registration
        on Form
        S-3, the Company shall:
  (a)  continue
        to make and keep available
        adequate current public
        information ,
        as
        those terms are understood and defined in SEC Rule 144, at all
        times;
  (b)  use
        commercially reasonable efforts to file with the SEC in a timely manner all
        reports and other documents required of the Company under the Securities
        Act and
        the Exchange Act; and
  (c)  furnish
        to any Holder, so long as the Holder owns any Registrable Securities, forthwith
        upon request (i) to
        the
        extent accurate, a
        written
        statement by the Company that it has complied with the reporting requirements
        of
        SEC Rule 144, the Securities Act, and the Exchange Act, or that it qualifies
        as
        a registrant whose securities may be resold pursuant to Form S-3 (at any
        time
        after the Company so qualifies); (ii) a copy of the most recent annual or
        quarterly report of the Company and such other reports and documents so filed
        by
        the Company; and (iii) such other information as may be reasonably requested
        in
        availing any Holder of any rule or regulation of the SEC that permits the
        selling of any such securities without registration or pursuant to Form
        S-3
        (at any time after the Company so qualifies to use such form).
  2.10  Limitations
        on Subsequent Registration Rights .
        Fr om
        and
        after the date of this Agreement, the Company shall not, without the prior
        written consent of the Holders of a majority of the Registrable Securities
        then
        outstanding, enter into any agreement with any holder or prospective holder
        of
        any securities of the Company that (i) would provide to such holder the
        right to include securities in any registration on other than either a pro
        rata
        basis with respect to the Registrable Securities or on a subordinate basis
        after
        all Holders have had the opportunity to include in the registration and offering
        all shares of Registrable Securities that they wish to so include or (ii)
        allow
        such holder or prospective holder to initiate a demand for registration of
        any
        securities held by such holder or prospective holder .
  2.11  “Market
        Stand-off” Agreement . Each
        Holder hereby agrees that it will not, without the prior written consent
        of the
        managing underwriter, during the period commencing on the date of the final
        prospectus relating to the registration
        by the Company for its own behalf of shares of its Common Stock or any other
        equity securities under the Securities Act on a **** registration
        statement on
        Form
        S-1 or Form S-3 ,  and
        ending on the date specified by the Company and the managing underwriter
        (such
        period not to exceed 180 days in the case of the QPO, which period may be
        extended upon the request of the managing underwriter, to the extent required
        by
        any FINRA rules, for an additional period of up to 15 days if the Company
        issues
        or proposes to issue an earnings or other public release within 15 days of
        the
        expiration of the 180-day lockup period ), (i)
        lend;
        offer; pledge; sell; contract to sell; sell any option or contract to purchase;
        purchase any option or contract to sell; grant any option, right, or warrant
        to
        purchase; or otherwise transfer or dispose of, directly or indirectly, any
        shares of Common Stock or any securities convertible into or exercisable
        or
        exchangeable (directly
        or indirectly) for
        Common Stock held
        immediately **** before
        the effective date of the registration statement for such offering or
        (ii) enter into any swap or other arrangement that transfers to another, in
        whole or in part, any of the economic consequences of ownership of such
        securities ,
        whether
        any such transaction described in clause (i) or (ii) above is to be settled
        by
        delivery of Common Stock or other securities, in cash, or otherwise. The
        foregoing provisions of this Section 2.11 **** shall
        not
        apply to the sale of any shares to an underwriter pursuant to an underwriting
        agreement, and shall be applicable to the Holders only if all officers and
        directors are subject to the same restrictions. The underwriters in connection
        with such  registration are
        intended third-party beneficiaries of this Section 2.11 and
        shall have the right, power, and authority to enforce the provisions hereof
        as
        though they were a party hereto. Each Holder further agrees to execute such
        agreements as may be reasonably requested by the underwriters in connection
        with such registration that are
        consistent with this Section 2.11 or that
        are necessary to give further effect thereto.
  12
  2.12  Restrictions
        on Transfer .
  (a)  The
        Series A Preferred
        Stock ,
        Series
        B Preferred Stock and the Registrable Securities shall not be sold, pledged,
        or
        otherwise transferred, and the Company shall not recognize and shall issue
        stop-transfer instructions to its transfer agent with respect to any such
        sale,
        pledge, or transfer, except upon the conditions specified in this Agreement,
        which conditions are intended to ensure compliance with the provisions of
        the
        Securities Act. A transferring Holder will cause any proposed purchaser,
        pledgee, or transferee of the Series A Preferred
        Stock ,
        Series
        B Preferred Stock and the Registrable Securities held by such Holder to agree
        to
        take and hold such securities subject to the provisions and upon the conditions
        specified in this Agreement.
  (b)  Each
        certificate or
        instrument representing
        (i) the Series A Preferred
        Stock ,
        (ii) the Series B Preferred Stock, (iii) the Registrable Securities,
        and (iv) any other securities issued in respect of the securities
        referenced in clauses (i), (ii) and (iii), upon any stock split, stock
        dividend, recapitalization, merger, consolidation, or similar event, shall
        (unless otherwise permitted by the provisions of Section 2.12 (c) )
        be
        stamped or otherwise imprinted with a legend substantially in
        the
        following form:
  THE SECURITIES REPRESENTED HEREBY HAVE
        BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE
        ABSENCE
        OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS
        DELIVERY REQUIREMENTS OF SAID ACT.
  THE SECURITIES REPRESENTED HEREBY MAY BE
        TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE
        COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY
        OF
        THE COMPANY.
  The
        Holders consent to the Company making a notation in its records and giving
        instructions to any transfer agent of the Restricted Securities in order
        to
        implement the restrictions on transfer set forth in this Section 2.12.
  13
  (c)  The
        holder of each certificate representing Restricted Securities, by acceptance
        thereof, agrees to comply in all respects with the provisions of this Section 2 .
        Before
        any proposed sale, pledge, or transfer of any Restricted Securities, unless
        there is in effect a registration statement under the Securities Act covering
        the proposed transaction, the Holder thereof shall give notice to the Company
        of
        such Holder’s intention to effect such sale, pledge, or transfer. Each such
        notice shall describe the manner and circumstances of the proposed sale,
        pledge,
        or transfer in sufficient detail and, if reasonably requested by the Company,
        shall be accompanied at such Holder’s expense by either (i) a written
        opinion of legal counsel who shall, and whose legal opinion shall, be reasonably
        satisfactory to the Company, addressed to the Company, to the effect that
        the
        proposed transaction may be effected without registration under the Securities
        Act; (ii) a “no action” letter from the SEC to the effect that the proposed
        sale, pledge, or transfer of such Restricted Securities without registration
        will not result in a recommendation by the staff of the SEC that action be
        taken
        with respect thereto; or (iii) any other evidence reasonably satisfactory
        to counsel to the Company to the effect that the proposed sale, pledge, or
        transfer of the Restricted Securities may be effected without registration
        under
        the Securities Act, whereupon the Holder of such Restricted Securities shall
        be
        entitled to sell, pledge, or transfer such Restricted Securities in accordance
        with the terms of the notice given by the Holder to the Company. The Company
        will not require such a legal opinion or “no action” letter (x) in any
        transaction in compliance with SEC Rule
        144
        or (y) in any transaction in which such Holder distributes Restricted
        Securities to an Affiliate of such Holder for no consideration; provided
        that
        each transferee agrees in writing to be subject to the terms of this Section 2.12 . Each
        certificate or
        instrument evidencing
        the Restricted Securities transferred as above provided shall bear, except
        if
        such transfer is made pursuant to SEC Rule 144,
        the appropriate restrictive legend set forth in Section 2.12 (b) ,
        except
        that such certificate shall not bear such restrictive legend if, in the opinion
        of counsel for such Holder and the Company, such legend is not required in
        order
        to establish compliance with any provisions of the Securities Act.
  2.13  Termination
        of Registration Rights .  The
        right
        of any Holder to request registration or inclusion of Registrable Securities
        in
        any registration pursuant to Section 2.1 or Section 2.2 shall
        terminate upon the earliest
        to occur of :
  (a)  the
        closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate
        of Incorporation;
  (b)  when
        all
        of such Holder’s Registrable Securities could be sold without restriction under
        SEC Rule 144 within
        any 90-day period ;
        and
  (c)  the
        fifth
        anniversary of the QPO.
  3.
              Information
                  and Observer Rights.
  3.1  Delivery
        of Financial Statements .  So long
        as an Investor holds at least 750,000 shares of Registrable Securities,
        t he
        Company shall deliver to the Investor :
  (a)  as
        soon
        as practicable, but in any event within 90 days after the end of each fiscal
        year of the Company, (i) a balance sheet as of the end of such year ,
        (ii)
        statements of income and of cash flows for such year, and a comparison between
        (x) the actual amounts as of and for such fiscal year and (y) the comparable
        amounts for the prior year and as included in the Budget (as defined in Section
        3.1(c) )
        for
        such year, with an explanation of any material differences between such amounts
        and a schedule as to the sources and applications of funds for such
        year ,
        and
        (iii) a statement of stockholders’ equity as of the end of such year , all such
        financial statements audited
        and certified by Sherb & Co., LLP, the Company’s independent public
        accountants, or such other nationally recognized public accountants selected
        by
        the Company ;
  14
  (b)  as
        soon
        as practicable, but in any event within 45 days after the end of each of
        the
        first three quarters of each fiscal year of the Company, unaudited statements
        of
        income and of cash flows for such fiscal quarter, and an unaudited balance
        sheet
        as of the end of such fiscal quarter ,
        all
        prepared in accordance with GAAP (except that such financial statements may (i)
        be subject to normal year-end audit adjustments and (ii) not contain all
        notes
        thereto that may be required in accordance with GAAP) ;
  (c)  as
        soon
        as practicable, but in any event 30 days before the end of each fiscal year,
        a
        budget and business plan for the next fiscal year (collectively, the
“ **Budget** ”), approved
        by the Board of Directors and prepared
        on a monthly basis, including balance sheets, income statements, and statements
        of cash flow for such months and, promptly after prepared, any other budgets
        or
        revised budgets prepared by the Company;
  If,
        for
        any period, the Company has any subsidiary whose accounts are consolidated
        with
        those of the Company, then in respect of such period the financial statements
        delivered pursuant to the foregoing sections shall be the consolidated and
        consolidating financial statements of the Company and all such consolidated
        subsidiaries.
  Notwithstanding
        anything else in this Section
        3.1 to the
        contrary, so long as the Company is providing the information set forth in
        this Section
        3.1 to the
        SEC, the Company’s compliance with the reporting requirements of the SEC in
        respect of such periodic reports shall constitute compliance with the Company’s
        obligations to the Investor set forth in this Section
        3.1 .
  3.2  Inspection . So
        long
        as an Investor holds at least 750,000 shares of Registrable
        Securities, the
        Company shall permit the Investor ,
        at such
        Investor’s expense, to visit and inspect the Company’s properties; examine its
        books of account and records; and discuss the Company’s affairs, finances, and
        accounts with its officers, during normal business hours of the Company as
        may
        be reasonably requested by the Investor; provided,
        however ,
        that
        the Company shall not be obligated pursuant to this Section
        3.2 to
        provide access to any information that it reasonably and in good faith considers
        to be a trade secret or confidential information (unless covered by an
        enforceable confidentiality agreement, in form acceptable to the Company)
        or the
        disclosure of which would adversely affect the attorney-client privilege
        between
        the Company and its counsel.
  3.3  Termination
        of Information Rights . The
        covenants set forth in Section
        3.1 and Section
        3.2 shall
        terminate and be of no further force or effect (i) upon a Deemed
        Liquidation Event, as such term is defined in the Company’s Certificate
        of Incorporation.
  15
  3.4  Confidentiality .
        Each
        Investor agrees that such Investor will keep confidential and will not disclose,
        divulge, or u se
        for
        any purpose (other than to monitor its investment in the Company) any
        confidential information obtained from the Company pursuant to the terms
        of this
        Agreement, unless such confidential information (a) is known or becomes known
        to the
        public in general (other than as a result of a breach of this Section
        3.4 by such
        Investor), (b) is or has been independently developed or conceived by the
        Investor without use of the Company’s confidential information, or (c) is or has
        been made known or disclosed to the Investor by a third party without a breach
        of any obligation of confidentiality such third party may have to the Company; provided,
        however ,
        that an
        Investor may disclose confidential information (i) to its attorneys,
        accountants, consultants, and other professionals to the extent necessary
        to
        obtain their services in connection with monitoring its investment in the
        Company; (ii) to any prospective purchaser of any Registrable Securities
        from
        such Investor, if such prospective purchaser agrees to be bound by the
        provisions of this Section
        3.4 and is
        not a competitor of the Company; (iii) to
        any Affiliate,
        partner, member, stockholder, or wholly owned subsidiary of such Investor
        in the
        ordinary course of business, provided
        that such
        Investor informs such Person that such information is confidential and directs
        such Person to maintain the confidentiality of such information; or (iv)
        as may otherwise be required by law, provided
        that the
        Investor promptly notifies the Company of such disclosure and takes reasonable
        steps to minimize the extent of any such required disclosure.
  4.
              Miscellaneous.
  4.1  Successors
        and Assigns . The
        rights under this Agreement may  be **** assigned ( but
        only
        with all related obligations ) by
        a
        Holder to a transferee of Registrable Securities that
        (i)
        is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or trust
        for the benefit of an individual Holder or one or more of such Holder’s
        Immediate Family Members; or (iii) after
        such transfer, holds at least 250,000 shares of Registrable Securities (subject
        to appropriate adjustment for stock splits, stock dividends, combinations,
        and
        other recapitalizations); provided, however, that (x) the Company is, within
        a
        reasonable time after such transfer, furnished with written notice of the
        name
        and address of such transferee and the Registrable Securities with
        respect to which
        such rights are
        being
        transferred; and (y) such transferee agrees in a
        written instrument delivered to
        the
        Company to be
        bound by and
        subject to the
        terms and
        conditions of
        this Agreement,
        including the provisions of Section
        2.11 .
        For the
        purposes of determining the number of shares of Registrable Securities held
        by a
        transferee, the holdings of a
        transferee (1) that is an Affiliate or stockholder of a
        Holder; (2) who is
        a
        Holder’s Immediate
        Family Member; or (3) that is a trust for the benefit of an individual
        Holder or such Holder’s Immediate Family Member shall be
        aggregated together and with those of the transferring Holder; provided further
        that all transferees who would not qualify individually for assignment of
        rights
        shall have a single attorney-in-fact for the purpose of exercising any rights,
        receiving notices, or taking any action under this Agreement.
        The terms and conditions of this Agreement inure to the benefit of and are
        binding upon the respective successors and permitted assignees of the parties.
        Nothing in this Agreement, express or implied, is intended to confer upon
        any
        party other than the parties hereto or their respective successors and permitted
        assignees any rights, remedies, obligations or liabilities under or by reason
        of
        this Agreement, except as expressly provided herein.
  16
  4.2  Governing
        Law .  This
        Agreement shall be governed by, and construed in accordance with, the laws
        of
        the State of Delaware, regardless of the laws that might otherwise govern
        under
        applicable principles of conflicts of law.
  4.3  Counterparts ;
        Facsimile . This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument. This Agreement may also be executed and delivered by facsimile
        signature and in two or more counterparts, each of which shall be deemed
        an
        original, but all of which together shall constitute one and the same
        instrument.
  4.4  Titles
        and Subtitles . The
        titles and subtitles used in this Agreement are for convenience only and
        are not
        to be considered in construing or interpreting this Agreement.
  4.5  Notices . All
        notices and other communications given or made pursuant to this Agreement
        shall
        be in writing and shall be deemed effectively given upon the
        earlier of actual receipt or: (i) personal delivery to the party to be notified;
        (ii) when sent, if sent by electronic mail or facsimile during the recipient’s
        normal business hours, and if not sent during normal business hours, then
        on the
        recipient’s next business day; (iii) five days after having been sent by
        registered or certified mail, return receipt requested, postage prepaid;
        or (iv)
        one business day
        after the
        business day of deposit
        with a nationally recognized overnight courier, freight prepaid, specifying
        next-day delivery, with written verification of receipt. All communications
        to
        the Investor shall be sent to the address on file with the Company, and if
        to
        the Company, to the
        principal office of the Company and to the attention of the Chief Financial
        Officer, or to such
        email address, facsimile number, or address as subsequently modified by written
        notice given in accordance with this Section
        4.5 .
        If
        notice is given to the Company, a copy shall also be sent to Arent Fox LLP,
        1050
        Connecticut Avenue, NW, Washington, DC 20036, Attention: Jeffrey E. Jordan,
        Esq., and if notice is given to the Investor, a copy shall also be given
        to
        Waller Lansden Dortch & Davis, LLP, 511 Union Street, Suite 2700, Nashville,
        Tennessee 37219, Attention: Matthew R. Burnstein, Esq .
  4.6  Amendments
        and Waivers .  Any
        term
        of this Agreement may be amended and the observance of any term of this
        Agreement 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 holders of a majority of the Registrable Securities then
        outstanding; provided
        that the
        Company may in its sole discretion waive compliance with Section 2.12 (c) (and the
        Company’s failure to object promptly in writing after
        notification of a
        proposed assignment allegedly in violation of Section 2.12 (c) shall be
        deemed to be a waiver) ;
        and
        provided further that any provision hereof may be waived by any waiving party
        on
        such party’s own behalf, without the consent of any other party .
        Notwithstanding the foregoing, this Agreement may not be amended or terminated
        and the observance of any term hereof may not be waived with respect to any
        Holder without the written consent of such Holder, unless such amendment,
        termination, or waiver applies to all Holders in the same fashion. The Company
        shall give prompt notice of any amendment or termination hereof or waiver
        hereunder to any party hereto that did not consent in writing to such amendment,
        termination, or waiver. Any amendment, termination, or waiver effected in
        accordance with this Section 4.6 shall be
        binding on all parties hereto, regardless of whether any such party has
        consented thereto. No waivers of or exceptions to any term, condition, or
        provision of this Agreement, in any one or more instances, shall be deemed
        to be
        or construed as a further or continuing waiver of any such term, condition,
        or
        provision.
  17
  4.7  Severability . In
        case
        any one or more of the provisions contained in this Agreement is for any
        reason
        held to be invalid, illegal or unenforceable in any respect, such invalidity,
        illegality, or unenforceability shall not affect any other provision of this
        Agreement, and such invalid, illegal, or unenforceable provision shall be
        reformed and construed so that it will be valid, legal, and enforceable to
        the
        maximum extent permitted by law.
  4.8  Aggregation
        of Stock .  All
        shares of Registrable Securities held or acquired by Affiliates shall be
        aggregated together for the purpose of determining the availability of any
        rights under this Agreement and such Affiliated persons may apportion such
        rights as among themselves in any manner they deem appropriate.
  4.9  Entire
        Agreement . This
        Agreement (including any Schedules and Exhibits hereto) constitutes the full
        and
        entire understanding and agreement among the
        parties with respect to the subject matter hereof, and any other written
        or oral
        agreement relating to the subject matter hereof existing between the parties
        is
        expressly canceled.
  4.11  Dispute
        Resolution .  Each
        of
        the Parties submits to the jurisdiction of any state or federal court sitting
        in
        Wilmington, Delaware, in any action or proceeding arising out of or relating
        to
        this Agreement and agrees that all claims in respect of the action or proceeding
        may be heard and determined in any such court. Each Party also agrees not
        to
        bring any action or proceeding arising out of or relating to this Agreement
        in
        any other court. Each of the Parties waives any defense of inconvenient forum
        to
        the maintenance of any action or proceeding so brought and waives any bond,
        surety, or other security that might be required of any other Party with
        respect
        thereto. Any Party may make service on any other Party by sending or delivering
        a copy of the process to the Party to be served at the address and in the
        manner
        provided for the giving of notices in Section
        4.5 .
        Nothing
        in this Section
        4.11 ,
        however, shall affect the right of any Party to bring any action or proceeding
        arising out of or relating to this Agreement in any other court or to serve
        legal process in any other manner permitted by law or at equity. Each Party
        agrees that a final judgment in any action or proceeding so brought shall
        be
        conclusive and may be enforced by suit on the judgment or in any other manner
        provided by law or at equity.
  4.12  Delays
        or Omissions .
        No
        delay or omission to exercise any right, power, or remedy accruing to any
        party
        under this Agreement, upon any breach or default of any other party under
        this
        Agreement, shall impair any such right, power, or remedy of such nonbreaching
        or
        nondefaulting party, nor shall it be construed to be a waiver of or acquiescence
        to any such breach or default, or to any similar breach or default thereafter
        occurring, nor shall any waiver of any single breach or default be deemed
        a
        waiver of any other breach or default theretofore or thereafter occurring.
        All
        remedies, whether under this Agreement or by law or otherwise afforded to
        any
        party, shall be cumulative and not alternative.
  **[Remainder
        of Page Intentionally Left Blank]**
  18
 IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        first
        written above.
  **NEURO-HITECH,
        INC.**
   By:
              /s/
                David BarrettName:
              David
                BarrettTitle:
              Chief
                Financial Officer
   **TG
        UNITED PHARMACEUTICALS, INC.** ****
   By:
              /s/
                David AmbroseName:
              David
                AmbroseTitle:
    /s/
                  David Ambrose**David
                Ambrose**