REGISTRATION
      RIGHTS AGREEMENT

    


    THIS
      REGISTRATION RIGHTS AGREEMENT
      (this
“Agreement”)
      is
      made as of November 29, 2007, between Neuro-Hitech, Inc., a Delaware corporation
      (the “Company”),
      and
      the individuals and entities listed on Schedule A hereto (each, an “Investor”
and
      collectively, the “Investors”).

    


    RECITALS

    


    WHEREAS,
      the Company and the Investors are parties to the Stock and Warrant Purchase
      Agreement dated November 29, 2007 (the “Purchase
      Agreement”);

    


    WHEREAS,
      the Investors' obligations under the Purchase Agreement are conditioned upon
      certain registration rights under the Securities Act of 1933, as amended (the
      “Securities
      Act”);
      and

    


    WHEREAS,
      the Investors and the Company desire to provide for the rights of registration
      under the Securities Act as are provided herein upon the execution and delivery
      of this Agreement by such investors and the Company.

    


    NOW,
      THEREFORE, in consideration of the promises, covenants, and conditions set
      forth
      herein, the parties hereto hereby agree as follows:

    


    1. REGISTRATION
      RIGHTS.

    


    1.1. Definitions.
      As used
      in this Agreement, the following terms shall have the meanings set forth
      below:

    


    (a) “Additional
      Registration Statement”
means
      the registration statement filed with the SEC pursuant to Section 1.4 of this
      Agreement.

    


    (b) “Additional
      Registration Statement Filing Date”
means,
      with respect to the Additional Registration Statement required to be filed
      hereunder, the 210th
      day
      after the effectiveness of the Registration Statement.

    


    (c) “Closing”
has
      the
      meaning ascribed to such term in the Purchase Agreement.

    


    (d) “Common
      Stock”
means
      the Company's common stock, par value $0.001 per share.

    


    (e) “Effectiveness
      Date”
means
      the 90th
      day (or
      the 120th
      day if a
      full review of the Initial Registration Statement is performed by the SEC)
      following the Closing.

    


    (f) “Effectiveness
      Period”
means
      the period beginning on the date of effectiveness of a Registration Statement
      and ending on the earlier of when (i) all Registrable Securities have been
      sold
      or (ii) all Registrable Securities may be sold immediately without registration
      under the Securities Act and without volume restrictions, as determined by
      the
      counsel to the Company pursuant to a written opinion letter to such effect,
      addressed and reasonably acceptable to the Company's transfer agent and the
      affected Investors or (iii) the fourth anniversary of the date of the initial
      effectiveness of the Initial Registration Statement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (g) “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

    


    (h) “Fair
      Market Value”
means
      the average of the high and low prices of publicly traded shares of Common
      Stock, rounded to the nearest cent, on the principal national securities
      exchange on which shares of Common Stock are listed (if the shares of Common
      Stock are so listed), or on the NASDAQ Capital Market (if the shares of Stock
      are regularly quoted on the NASDAQ Capital Market), or, if not so listed or
      regularly quoted, the mean between the closing bid and asked prices of publicly
      traded shares of Common Stock in the over-the-counter market, or, if such bid
      and asked prices shall not be available, as reported by any nationally
      recognized quotation service selected by the Company, or as determined by the
      Board of Directors in a manner consistent with the provisions of the Internal
      Revenue Code, as amended.

    


    (i) “Filing
      Date”
means,
      with respect to the Initial Registration Statement required to be filed
      hereunder, the 30th
      days
      following the Closing.

    


    (j) “Initial Registration
      Statement”
means
      the registration statement filed with the SEC pursuant to Section 1.2(a) of
      this
      Agreement.

    


    (k) “Investor”
means
      any person owning Registrable Securities.

    


    (l) The
      terms
“Register,”
      “Registered”
and
      “Registration”
refer
      to a registration effected by preparing and filing a registration statement
      or
      similar document in compliance with the Securities Act, and the declaration
      or
      ordering of effectiveness of such registration statement or
      document.

    


    (m) “Registrable
      Securities”
means
      (i) the Shares, (ii) the Warrant Shares and (iii) any shares issued or issuable
      upon the conversion or exercise of any warrant, right or other security that
      is
      issued as, or a dividend or other distribution with respect to, or in exchange
      for, or in replacement of, the shares referenced in (i) and (ii) above;
      provided, however, that Registrable Securities shall not include any shares
      of
      Common Stock which have previously been registered or which have been sold
      to
      the public either pursuant to a registration statement or Rule 144, or which
      have been sold in a private transaction in which the transferor's rights under
      this Section 1 are not assigned.

    


    (n) “Registration
      Statements”
means
      the Initial Registration Statement and the Additional Registration Statement,
      if
      required.

    


    (o) “Rule
      144”
means
      Rule 144 as promulgated by the SEC under the Securities Act, as such Rule may
      be
      amended from time to time, or any similar successor rule that may be promulgated
      by the SEC.

    


    (p) “Rule
      145”
means
      Rule 145 as promulgated by the SEC under the Securities Act, as such Rule may
      be
      amended from time to time, or any similar successor rule that may be promulgated
      by the SEC.

    


    
      
         

      

      
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    (q) “SEC”
means
      the United States Securities and Exchange Commission.

    


    (r) “Shares”
means
      the shares of the Common Stock issued pursuant to the Purchase
      Agreement.

    


    (s) “Warrants”
means
      the warrants to purchase Common Stock issued pursuant to the Purchase
      Agreement.

    


    (t) “Warrant
      Shares”
means
      the shares of Common Stock issued or issuable upon exercise of the Warrants
      to
      purchase Common Stock issued pursuant to the Purchase Agreement.

    


    1.2. Company
      Registration.

     

    (a) On
      or
      prior to the Filing Date, the Company shall prepare and file with the SEC a
      registration statement covering the Registrable Securities for an offering
      to be
      made on a continuous basis pursuant to Rule 415. The Initial Registration
      Statement shall be on Form SB-2 or Form S-3 (except if the Company is not then
      eligible to register for resale the Registrable Securities on Form SB-2 or
      Form
      S-3, in which case such registration shall be on another appropriate form in
      accordance herewith). The Company shall cause the Initial Registration Statement
      to become effective and remain effective as provided herein. The Company shall
      use its reasonable commercial efforts to cause the Initial Registration
      Statement to be declared effective under the Securities Act as promptly as
      possible after the filing thereof, but in any event no later than the
      Effectiveness Date. The Company shall use its reasonable commercial efforts
      to
      keep the Initial Registration Statement continuously effective under the
      Securities Act during the Effectiveness Period.

    


    (b) If:
      (i)
      the Initial Registration Statement is not declared effective by the SEC by
      the
      Effectiveness Date; (ii) the Additional Registration Statement is not filed
      on
      or prior to the Additional Registration Statement Filing Date; or (iii) after
      the Initial Registration Statement is filed with and declared effective by
      the
      SEC, the Initial Registration Statement ceases to be effective (by suspension
      or
      otherwise) as to all Registrable Securities to which it is required to relate
      at
      any time prior to the expiration of the Effectiveness Period (without being
      succeeded immediately by an additional registration statement filed and declared
      effective) for a period of time which shall exceed 30 days in the aggregate
      per
      year or more than 20 consecutive calendar days (defined as a period of 365
      days
      commencing on the date the registration statement is declared effective); (any
      such failure or breach being referred to as an “Event,”
and
      for purposes of clause (i) or (ii) the date on which such Event occurs, or
      for
      purposes of clause (iii) the date which such 30 day or 20 consecutive day period
      (as the case may be) is exceeded, being referred to as the “Event
      Date”),
      then
      until the applicable Event is cured, the Company shall pay to each Investor
      affected by the Event in cash at Fair Market Value, as liquidated damages and
      not as a penalty, equal to 1.0%, for each thirty (30) day period (prorated
      for
      partial periods), calculated on a daily basis of the aggregate amount of the
      purchase price of the Shares purchased by such Investor and affected by the
      Event. While such Event continues, such liquidated damages shall be paid to
      the
      affected Investor not less often than each thirty (30) days. Any unpaid
      liquidated damages as of the date when an Event has been cured by the Company
      shall be paid within three (3) days following the date on which such Event
      has
      been cured by the Company. Any amounts not paid within the time periods set
      forth in this Section 1.2(b) will accrue interest at the then current Prime
      Rate
      as published by the Wall Street Journal, compounded monthly. Notwithstanding
      anything to the contrary herein, additional liquidated damages (other than
      interest on unpaid amounts) shall cease to accrue on the earlier of (x) the
      first anniversary of the Closing or (y) the first day on which all
      Registrable Securities may be sold immediately without registration under the
      Securities Act and without volume restrictions. 

    


    
      
         

      

      
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    (c) The
      Company shall bear and pay all expenses incurred in connection with any
      registration, filing or qualification of Registrable Securities with respect
      to
      the registrations pursuant to this Section 1.2 for each Investor, including
      (without limitation) all registration, filing and qualification fees, printer's
      fees, accounting fees and fees and disbursements of counsel for the Company,
      but
      excluding underwriting discounts and commissions relating to Registrable
      Securities and fees and disbursements of counsel for the Investors.

    


    1.3. Piggyback
      Registration.
      The
      Company shall notify all Holders of Registrable Securities in writing at least
      30 days prior to filing any registration statement under the Securities Act
      for
      purposes of effecting a public offering of securities of the Company (including,
      but not limited to, registration statements relating to secondary offerings
      of
      securities of the Company, but excluding
      registration statements relating to any registration under Section 1.2 of this
      Agreement or to any employee benefit plan or a corporate reorganization or
      other
      transaction covered by Rule 145 promulgated under the Securities Act, or a
      registration on any registration form which does not permit secondary sales
      or
      does not include substantially the same information as would be required to
      be
      included in a registration statement covering the sale of Registrable
      Securities) and will afford each such Holder an opportunity to include in such
      registration statement all or any part of the Registrable Securities then held
      by such Holder. Each Holder desiring to include in any such registration
      statement all or any part of the Registrable Securities held by such Holder
      shall, within 20 days after receipt of the above-described notice from the
      Company, so notify the Company in writing, and in such notice shall inform
      the
      Company of the number of Registrable Securities such Holder wishes to include
      in
      such registration statement. If a Holder decides not to include all of its
      Registrable Securities in any registration statement thereafter filed by the
      Company, such Holder shall nevertheless continue to have the right to include
      any Registrable Securities in any subsequent registration statement or
      registration statements as may be filed by the Company with respect to offerings
      of its securities, all upon the terms and conditions set forth
      herein.

    


    (a) Underwriting.
      If a
      registration statement under which the Company gives notice under this Section
      1.3 is for an underwritten offering, then the Company shall so advise the
      Holders of Registrable Securities. In such event, the right of any such Holder’s
      Registrable Securities to be included in a registration pursuant to this Section
      1.3 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
      Registrable Securities through such underwriting shall enter into an
      underwriting agreement in customary form with the managing underwriter or
      underwriter(s) selected for such underwriting. Notwithstanding any other
      provision of this Agreement, if the managing underwriter determine(s) in good
      faith that marketing factors require a limitation of the number of shares to
      be
      underwritten, then the managing underwriter(s) may exclude shares (including
      Registrable Securities) from the registration and the underwriting, and the
      number of shares that may be included in the registration and the underwriting
      shall be allocated, first,
      to the
      Company, second
      to
      Holders requesting inclusion of their Registrable Securities in such
      registration statement on a pro rata basis based on the number of shares
      proposed to be registered by the Company and the number of Registrable
      Securities each such Holder has requested registration and underwriting as
      described above shall be restricted so that the number of Registrable Securities
      included in any such registration is not reduced below 20% of the shares
      included in the registration. If any Holder disapproves of the terms of any
      such
      underwriting, such Holder may elect to withdraw therefrom by written notice,
      given in accordance with Section 4.5 hereof, to the Company and the underwriter,
      delivered at least 20 days prior to the effective date of the registration
      statement. Any Registrable Securities excluded or withdrawn from such
      underwriting shall be excluded and withdrawn from the registration. For any
      Holder that is a partnership or corporation, the partner, retired partners
      and
      shareholders of such Holder, or the estates and family members of any such
      partners and retired partners and any trusts for the benefit of any of the
      foregoing persons shall be deemed to be a single “Holder”, and any pro rata
      reduction with respect to such “Holder” shall be based upon the aggregate amount
      of shares carrying registration rights owned by all entities and individuals
      included in such “Holder”, as defined in this sentence.

    


    
      
         

      

      
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    (b) Expenses.
      All
      expenses incurred in connection with a registration pursuant to this Section
      1.3, including without limitation all registration and qualification fees,
      printers’ and accounting fees, fees and disbursements of counsel for the
      Company, and the reasonable fees and disbursements of one counsel for the
      selling Holders (but excluding underwriters’ discounts and commissions), shall
      be borne by the Company. Each Holder participating in a registration pursuant
      to
      this Section 1.3 shall bear such Holder’s proportionate share (based on the
      number of shares sold by such Holder over the total number of shares included
      in
      such registration at the time it goes effective) of all discounts, commissions
      or other amounts payable to underwriters or brokers in connection with such
      offering.

    


    1.4. Inability
      to use Single Registration.
      Notwithstanding any other provision of this Agreement, in the event the SEC
      determines that a registration statement registering all of the Registrable
      Securities that the Company seeks to register in a single registration statement
      would not be includable in a secondary registration on a delayed basis pursuant
      to Rule 415, or requires the Company to reduce the number of Shares and Warrant
      Shares to be included in the registration statement, the Company shall have
      the
      right to, first,
      exclude
      the Warrant Shares from the registration statement; second,
      exclude
      the Shares of Holders requesting inclusion of their Registrable Securities
      in
      such registration statement on a pro rata basis based on the number of shares
      proposed to be registered by the Company and the number of Registrable
      Securities each such Holder has requested to have registered; provided
      that,
      prior to any exclusion pursuant to this Section 1.4, the Company shall have
      excluded from such registration statement (i) the holders of which have no
      right
      to require to be included in such registration statement and (ii) all securities
      with respect to which the holders have waived any applicable registration
      rights. In such event, the obligation of the Company to pay the liquidated
      damages penalty described in Section 1.2(b) for the failure of the Initial
      Registration Statement to be declared effective by the SEC by the Effectiveness
      Date shall apply only to the Registrable Securities included in such Initial
      Registration Statement. In addition, the Company shall file an additional
      registration statement to register any of the Registrable Securities that are
      excluded from the Initial Registration Statement (the “Additional
      Registration Statement”)
      by the
      Additional Registration Statement Filing Date. The Company shall use its
      reasonable commercial efforts to cause the Additional Registration Statement
      to
      be declared effective under the Securities Act as promptly as possible after
      the
      filing thereof. The Company shall use its reasonable commercial efforts to
      keep
      the Additional Registration Statement continuously effective under the
      Securities Act during the Effectiveness Period.

    


    
      
         

      

      
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    1.5. Obligations
      of the Company.
      Whenever required under this Section 1 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
      Investors holding at least a majority of the Registrable Securities registered
      thereunder, keep such Registration Statement effective during the Effectiveness
      Period;

    


    (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 provisions of the Securities Act with
      respect to the disposition of all securities covered by such Registration
      Statement;

    


    (c) Furnish
      to the Investors such numbers of copies of a prospectus, including a preliminary
      prospectus, in conformity with the requirements of the Securities Act, and
      such
      other documents as they may reasonably request in order to facilitate the
      disposition of Registrable Securities owned by them (provided that the Company
      would not be required to print such prospectuses if readily available to
      Investors from any electronic service, such as on the EDGAR filing database
      maintained at www.sec.gov);

    


    (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 Investors; provided
      that the Company shall not be required in connection therewith or as a condition
      thereto to qualify to do business or to file a general consent to service of
      process in any such states or jurisdictions;

    


    (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 managing underwriter(s) of such offering (each Investor participating in
      such underwriting shall also enter into and perform its obligations under such
      an agreement);

    


    (f) Notify
      each Investor of Registrable Securities covered by such Registration Statement
      at any time when a prospectus relating thereto is required to be delivered
      under
      the Securities Act of the happening of any event as a result of which the
      prospectus included in such 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 not
      misleading in the light of the circumstances then existing;

    


    
      
         

      

      
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    (g) Cause
      all
      such Registrable Securities registered pursuant hereunder to be listed on each
      securities exchange or nationally recognized quotation system on which similar
      securities issued by the Company are then listed; and

    


    (h) Provide
      a
      transfer agent and registrar for all Registrable Securities registered pursuant
      hereunder and a CUSIP number for all such Registrable Securities, in each case
      not later than the effective date of such registration.

    


    1.6. Furnish
      Information.
      It
      shall be a condition precedent to the Company's obligations to take any action
      pursuant to this Section 1 with respect to the Registrable Securities of any
      selling Investor that such Investor shall furnish to the Company such
      information regarding such Investor, the Registrable Securities held by such
      Investor, and the intended method of disposition of such securities as shall
      be
      required by the Company or the managing underwriters, if any, to effect the
      registration of such Investor's Registrable Securities.

     

    1.7. Delay
      of Registration.
      No
      Investor shall have any right to obtain or seek an injunction restraining or
      otherwise delaying any such registration as the result of any controversy that
      might arise with respect to the interpretation or implementation of this Section
      1.

     

    1.8. Indemnification.

     

    (a) To
      the
      extent permitted by law, the Company will indemnify and hold harmless each
      Investor, any underwriter (as defined in the Securities Act) for such Investor
      and each person, if any, who controls such Investor or underwriter within the
      meaning of the Securities Act or the Exchange Act, against any losses, claims,
      damages, or liabilities (joint or several) to which any of the foregoing persons
      may become subject under the Securities Act, the Exchange Act or other Federal
      or state securities law, insofar as such losses, claims, damages or liabilities
      (or actions in respect thereof) arise out of or are based upon any of the
      following statements, omissions or violations (collectively, a “Violation”):
      (i)
      any untrue statement or alleged untrue statement of a material fact contained
      in
      any Registration Statement, including any preliminary prospectus or final
      prospectus contained therein or any amendments or supplements thereto
      (collectively, the “Filings”),
      (ii)
      the omission or alleged omission to state in the Filings 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 Company 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; and the Company will pay any legal or other expenses reasonably
      incurred by any person to be indemnified pursuant to this Section 1.8(a) in
      connection with investigating or defending any such loss, claim, damage,
      liability or action; provided, however, that the indemnity agreement contained
      in this Section 1.8(a) shall not apply to amounts paid in settlement of any
      such
      loss, claim, damage, liability, or action if such settlement is effected without
      the consent of the Company (which consent shall not be unreasonably withheld),
      nor shall the Company be liable in any such case for any such loss, claim,
      damage, liability, or action to the extent that it arises out of or is based
      upon a Violation that occurs in reliance upon and in conformity with written
      information furnished expressly for use in connection with such registration
      by
      any such Investor, underwriter or controlling person.

    


    
      
         

      

      
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    (b) To
      the
      extent permitted by law, each Investor will indemnify and hold harmless the
      Company, each of its directors, each of its officers who has signed any
      Registration Statement, each person, if any, who controls the Company within
      the
      meaning of the Securities Act, any underwriter, any other Investor selling
      securities in such Registration Statement and any controlling person of any
      such
      underwriter or other Investor, against any losses, claims, damages, or
      liabilities (joint or several) to which any of the foregoing persons may become
      subject under the Securities Act, the Exchange Act or other Federal or state
      securities law insofar as such losses, claims, damages or liabilities (or
      actions in respect thereto) 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 furnished by such
      Investor expressly for use in connection with such registration; and each such
      Investor will pay any legal or other expenses reasonably incurred by any person
      to be indemnified pursuant to this Section 1.8(b) in connection with
      investigating or defending any such loss, claim, damage, liability or action;
      provided, however, that the indemnity agreement contained in this Section 1.8(b)
      shall not apply to amounts paid in settlement of any such loss, claim, damage,
      liability or action if such settlement is effected without the consent of the
      Investor (which consent shall not be unreasonably withheld); provided, however,
      in no event shall any indemnity under this subsection 1.8(b) exceed the gross
      proceeds from the offering received by such Investor.

    


    (c) Promptly
      after receipt by an indemnified party under this Section 1.8 of notice of the
      commencement of any action (including any governmental action), such indemnified
      party will, if a claim in respect thereof is to be made against any indemnifying
      party under this Section 1.6, 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 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 proceeding. The failure to deliver written
      notice to the indemnifying party within a reasonable time of the commencement
      of
      any such action, if materially prejudicial to its ability to defend such action,
      shall relieve such indemnifying party of any liability to the indemnified party
      under this Section 1.8, but the omission so to deliver written 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 1.8.

    


    (d) If
      the
      indemnification provided for in Sections 1.8(a) and (b) is held by a court
      of
      competent jurisdiction to be unavailable to an indemnified party with respect
      to
      any loss, claim, damage or expense referred to therein, then the indemnifying
      party in lieu of indemnifying such indemnified party hereunder, shall contribute
      to the amount paid or payable by such indemnified party as a result of such
      loss, claim, damage or expense in such proportion as is appropriate to reflect
      the relative fault of the indemnifying party on the one hand and of the
      indemnified party on the other in connection with the statements or omissions
      or
      alleged statements or omissions that resulted in such loss, liability, claim
      or
      expense as well as 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 alleged untrue
      statement 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. In no event shall any Investor be required to contribute an amount
      in
      excess of the gross proceeds from the offering received by such
      Investor.

    


    
      
         

      

      
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    (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 of the underwriting agreement shall
      control.

    


    (f) The
      obligations of the Company and Investors under this Section 1.8 shall survive
      the completion of any offering of Registrable Securities in any Registration
      Statement under this Section 1, and otherwise.

    


    1.9. Reports
      Under Securities Exchange Act.
      With a
      view to making available the benefits of certain rules and regulations of the
      SEC, including Rule 144, that may at any time permit an Investor to sell
      securities of the Company to the public without registration or pursuant to
      a
      registration on Form SB-2, the Company agrees to:

     

    (a) make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144;

    


    (b) take
      such
      action as is necessary to enable the Investors to utilize Form SB-2 for the
      sale
      of their Registrable Securities;

    


    (c) 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

    


    (d) furnish
      to any Investor, so long as the Investor owns any Registrable Securities,
      forthwith upon request (i) a written statement by the Company that it has
      complied with the reporting requirements of Rule 144, the Securities Act and
      the
      Exchange Act, or that it qualifies as a registrant whose securities may be
      resold pursuant to Form SB-2, (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 Investor of any rule or regulation of the SEC that permits the
      selling of any such securities without registration or pursuant to such
      form.

    


    
      
         

      

      
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    1.10. Transfer
      or Assignment of Registration Rights.
      The
      rights to cause the Company to register Registrable Securities pursuant to
      this
      Section 1 may be transferred or assigned, but only with all related obligations,
      by an Investor (a) to a transferee or assignee who acquires at least 50,000
      shares (subject to appropriate adjustment for stock splits, stock dividends
      and
      combinations) of Registrable Securities from such transferring Investor (or,
      if
      less, all Registrable Securities then held by such transferring Investor),
      (b)
      to a transferee or assignee who holds Registrable Securities immediately prior
      to such transfer or assignment, (c) in the case of an Investor that is an
      investment fund, to an investment fund under common management with such
      Investor, (d) in the case of an Investor that is a partnership or limited
      liability company, to any partners or members of such partnership or limited
      liability company, (e) in the case of an Investor that is a corporation, to
      any
      stockholders of such corporation, and (f) in the case of an Investor that is
      a
      trust, to any beneficiaries of such trust.; provided that in the case of (a),
      (i) prior to such transfer or assignment, the Company is furnished with written
      notice stating the name and address of such transferee or assignee and
      identifying the securities with respect to which such registration rights are
      being transferred or assigned, (ii) such transferee or assignee agrees in
      writing to be bound by and subject to the terms and conditions of this Agreement
      and (iii) such transfer or assignment shall be effective only if immediately
      following such transfer or assignment the further disposition of such securities
      by the transferee or assignee is restricted under the Securities
      Act.

     

    2. COVENANTS
      OF THE COMPANY TO THE INVESTORS.

     

    2.1. Information
      Rights.
      The
      Company shall deliver to each Investor who holds (and continues to hold) at
      least 50,000 shares of Registrable Securities (subject to appropriate adjustment
      for stock splits, stock dividends and combinations), upon the request of such
      Investor (which may be satisfied by filing of Company quarterly and annual
      reports under the Exchange Act):

     

    (a) as
      soon
      as practicable, but in any event within ninety (90) calendar days after the
      end
      of each fiscal year of the Company, consolidated balance sheets of the Company
      and its subsidiaries, if any, as of the end of such fiscal year, and
      consolidated statements of income and consolidated statements of cash flows
      of
      the Company and its subsidiaries, if any, for such year, prepared in accordance
      with generally accepted accounting principles (“GAAP”),
      all
      in reasonable detail; and

    


    (b) as
      soon
      as practicable, but in any event within forty-five (45) calendar days after
      the
      end of each of the first three (3) quarters of each fiscal year of the Company,
      consolidated balance sheets of the Company and its subsidiaries, if any, as
      of
      the end of such quarter, and consolidated statements of income and consolidated
      statements of cash flows of the Company and its subsidiaries, if any, for such
      quarter prepared in accordance with GAAP, all in reasonable detail.

    


    2.2. Confidentiality.
      Each
      Investor receiving any non-public information of the Company hereby agrees
      to
      hold in confidence and trust and to act in a fiduciary manner with respect
      to
      all information so provided; provided, however, that notwithstanding the
      foregoing, an Investor may include summary financial information concerning
      the
      Company and general statements concerning the nature and progress of the
      Company's business in an Investor's reports to its affiliates.

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    2.3. Other
      Registration Rights.
      Except
      for the shares of Common Stock to be registered pursuant to the Company's
      Registration Rights Agreements dated January 5, 2006 and November 29, 2006
      (the
“Existing
      Registration Rights Agreements”),
      neither the Company nor any of its other security holders may include securities
      of the Company in any Registration Statement without the consent of a majority
      in interest of the Investors. The Company shall not file any other registration
      statements with the SEC until all Registration Statements required hereunder
      are
      declared effective by the SEC, except registration statements on Form S-8 solely
      covering employee stock benefits. No other person shall be granted the right
      to
      cause the Company to effect the registration under the Securities Act of any
      securities of the Company prior to filing the Initial Registration Statement,
      nor shall the Company effect any amendment, modification or waiver of any
      provision of the Existing Registration Rights Agreement in any manner that
      would
      adversely affect the rights of the Investors hereunder .

     

    3. LEGEND.

     

    (a) Each
      certificate representing the shares of Common Stock held by the Investors shall
      be endorsed with the following legend (the “Legend”):

    


    THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THAT CERTAIN REGISTRATION
      RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES,
      A
      COPY OF WHICH MAY BE OBTAINED AT THE COMPANY'S PRINCIPAL OFFICE. THE
      REGISTRATION RIGHTS AGREEMENT IS BINDING ON TRANSFEREES OF THESE
      SHARES.

    


    (b) The
      Company agrees that, during the term of this Agreement, it will not remove,
      and
      will not permit to be removed (upon registration of transfer, re-issuance or
      otherwise), the Legend from any such certificate and will place or cause to
      be
      placed the Legend on any new certificate theretofore represented by a
      certificate carrying the Legend.

    


    4. MISCELLANEOUS.

     

    4.1. Governing
      Law.
      This
      Agreement shall be governed in all respects by the laws of the State of New
      York
      as such laws are applied to agreements between New York residents entered into
      and to be performed entirely within New York, without regard to conflict of
      laws
      rules.

     

    4.2. Waivers
      and Amendments.
      This
      Agreement may be terminated and any term of this Agreement may be amended or
      waived (either generally or in a particular instance and either retroactively
      or
      prospectively) with the written consent of the Company and Investors holding
      at
      least two thirds of the Registrable Securities then outstanding (the
“Super
      Majority Investors”).
      Notwithstanding the foregoing, additional parties may be added as Investors
      under this Agreement with the written consent of the Company and the Super
      Majority Investors. No such amendment or waiver shall reduce the aforesaid
      percentage of the Registrable Securities, the holders of which are required
      to
      consent to any termination, amendment or waiver without the consent of the
      record holders of all of the Registrable Securities. Any termination, amendment
      or waiver effected in accordance with this Section 4.2 shall be binding upon
      each holder of Registrable Securities then outstanding, each future holder
      of
      all such Registrable Securities and the Company.

     

    
      
         

      

      
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    4.3. Successors
      and Assigns.
      Except
      as otherwise expressly provided herein, the provisions of this Agreement shall
      inure to the benefit of, and be binding upon, the successors, assigns, heirs,
      executors and administrators of the parties hereto.

     

    4.4. Entire
      Agreement.
      This
      Agreement constitutes the full and entire understanding and agreement among
      the
      parties with regard to the subject matter hereof, and no party shall be liable
      or bound to any other party in any manner by any warranties, representations
      or
      covenants except as specifically set forth herein.

     

    4.5. Notices.
      All
      notices and other communications required or permitted under this Agreement
      shall be in writing and shall be delivered personally by hand or by courier,
      mailed by United States first-class mail, postage prepaid, sent by facsimile
      or
      sent by electronic mail directed (a) if to an Investor, at such Investor's
      address, facsimile number or electronic mail address set forth in the Company's
      records, or at such other address, facsimile number or electronic mail address
      as such Investor may designate by ten (10) days' advance written notice to
      the
      other parties hereto or (b) if to the Company, to its address, facsimile number
      or electronic mail address set forth on its signature page to this Agreement
      and
      directed to the attention of the President, or at such other address, facsimile
      number or electronic mail address as the Company may designate by ten (10)
      days'
      advance written notice to the other parties hereto. All such notices and other
      communications shall be effective or deemed given upon personal delivery, on
      the
      date of mailing, upon confirmation of facsimile transfer or upon confirmation
      of
      electronic mail delivery.

     

    4.6. Interpretation.
      The
      words “include,” “includes” and “including” when used herein shall be deemed in
      each case to be followed by the words “without limitation.” The titles and
      subtitles used in this Agreement are used for convenience only and are not
      considered in construing or interpreting this Agreement.

     

    4.7. Severability.
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, such provision shall be excluded from this Agreement, and the
      balance of the Agreement shall be interpreted as if such provision were so
      excluded, and shall be enforceable in accordance with its terms.

     

    4.8. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one
      instrument.

     

    4.9. Telecopy
      Execution and Delivery.
      A
      facsimile, telecopy or other reproduction of this Agreement may be executed
      by
      one or more parties hereto, and an executed copy of this Agreement may be
      delivered by one or more parties hereto by facsimile or similar electronic
      transmission device pursuant to which the signature of or on behalf of such
      party can be seen, and such execution and delivery shall be considered valid,
      binding and effective for all purposes. At the request of any party hereto,
      all
      parties hereto agree to execute an original of this Agreement as well as any
      facsimile, telecopy or other reproduction hereof.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the day, month
      and
      year first set forth above.

    
      	
               

            	
               

            	
               

            
	
               

            	
              NEURO-HITECH,
                INC.

            
	
               

               

            	
               

               

            	
               

               

            
	
               

            	
              By:  

            	 
	
               

            	
              
                

              

              David
                Barrett

              Chief
                Financial Officer

            
	
               

            	
               

            
	
               

            	
              ADDRESS:

               

              Neuro-Hitech,
                Inc.

              One
                Penn Plaza, Suite 1503

              New
                York, New York 10119

              Telephone:
                (212) 594-1215

              facsimile:
                (212) 594-1242

              Email:
                info@neurohitech.com

              Attention:
                Chief Executive Officer

            


    

    


    
      	
               

            	
               

            	
               

            
	
               

            	
              “Investors”

            
	
               

               

            	
               

               

            	
               

               

            
	
               

            	
              By:  

            	 
	
               

            	
              
                
                  

                

              

            
	
               

            	
               

            
	
               

            	
              ADDRESS:

               

              ______________________________

              ______________________________

              ______________________________

              Telephone:_____________________

              Telecopy:______________________

              Email:_________________________

            


    

    


    
      
         

      

      
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              By:  

            	 
	
               

            	
              
                
                  

                

              

            
	
               

            	
               

            
	
               

            	
              ADDRESS:

               

              ______________________________

              ______________________________

              ______________________________

              Telephone:_____________________

              Telecopy:______________________

              Email:_________________________

            


    

    


    


    
      	
               

               

            	
               

               

            	
               

               

            
	
               

            	
              By:  

            	 
	
               

            	
              
                
                  

                

              

            
	
               

            	
               

            
	
               

            	
              ADDRESS:

               

              ______________________________

              ______________________________

              ______________________________

              Telephone:_____________________

              Telecopy:______________________

              Email:_________________________

            


    

    


    


    
      
         

      

      
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