Exhibit
      10.2

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
      is
      made as of November 19, 2008, by and among (i) Manhattan Pharmaceuticals, Inc.,
      a Delaware corporation (the “Company”),
      (ii)
      each person listed on Exhibit A
      attached
      hereto, as may be amended from time to time (each an “Investor”
and,
      collectively, the “Investors”),
      (iii)
[l]
      (the “Placement
      Agent”)
      and
      (iv) each person or entity that subsequently becomes a party to this Agreement
      pursuant to, and in accordance with, the provisions of Section
      13
      hereof
      (each an “Investor
      Permitted Transferee”
and,
      collectively, the “Investor
      Permitted Transferees”).

     

    WHEREAS,
      the Company has agreed to issue and sell to the Investors (the “Offering”),
      and
      the Investors have agreed to purchase from the Company, an aggregate of up
      to
      five hundred (500) units (each a “Unit”
and,
      collectively, the “Units”)
      for an
      aggregate purchase price of $2,500,000 (the “Offering
      Amount”),
      subject to an overallotment option to purchase up to an additional two hundred
      (200) Units ($1,000,000) (the “Overallotment
      Amount”),
      priced at $5,000 per Unit, with each Unit consisting of (i) a $5,000 aggregate
      principal amount twelve (12%) percent senior secured promissory note (each
      a
“Note”
and,
      collectively, the “Notes”)
      of the
      Company, and (ii) a warrant (each a “Warrant”
and,
      collectively, the “Warrants”),
      to
      purchase shares (the “Warrant
      Shares”)
      of the
      Company’s common stock, $0.001 par value per share (the “Common
      Stock”)
      as
      provided in that certain Securities Purchase Agreement, dated of even date
      herewith, between the Company and the Investors (the “Securities
      Purchase Agreement”);
      and

    


    WHEREAS,
      the Company has agreed to provide certain registration rights with respect
      to
      the resale of the Warrant Shares, all on the terms and conditions provided
      herein; and 

     

    WHEREAS,
      the terms of the Securities Purchase Agreement provide that it shall be a
      condition precedent to the closing of the transactions thereunder, for the
      Company and the Investors to execute and deliver this Agreement.

     

    NOW,
      THEREFORE, in consideration of the promises and mutual covenants contained
      herein, the parties hereto hereby agree as follows:

     

    1.
 
      DEFINITIONS.
      The
      following terms shall have the meanings provided therefor below or elsewhere
      in
      this Agreement as described below:

     

    “Business
      Day”
means
      a
      day, other than a Saturday or Sunday, on which banks in New York City are open
      for the general transaction of business.

    


    “Closing”
shall
      have the meaning ascribed to such term in the Securities Purchase
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Effectiveness
      Date”
means,
      (i) with respect to the Initial Registration Statement, as soon as practicable,
      but if the Initial Registration Statement is not subject to a SEC review no
      later than ninety
      (90) calendar days after the Filing Date, and if the Initial Registration
      Statement is subject to a SEC review no later than one hundred twenty (120)
      calendar days after the Filing Date, and (ii) with respect to any additional
      Registration Statements which may be required to be filed hereunder pursuant
      to
Section 3(d)
      or
      otherwise, not later than ninety (90) calendar days following the date on which
      the additional Registration Statement is required to be filed hereunder if
      it is
      not subject to a SEC review or if the additional Registration Statement is
      subject to a SEC review one hundred twenty (120) calendar days after the date
      such Registration Statement is required to be filed hereunder.

    


    “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended, and all of the rules
      and
      regulations promulgated thereunder.

    


    “Filing
      Date”
shall
      mean, with respect to the Initial Registration Statement, within twenty (20)
      calendar days after the Final Closing, provided,
      however,
      that if
      the Filing Date falls on a Saturday, Sunday or other day, that the SEC is closed
      for business the Filing Date shall be extended to the next Business
      Day.

    


      “Final
      Closing”
shall
      mean the final Subsequent Closing Date (as defined in the Securities Purchase
      Agreement).

    


      “First
      Closing”
shall
      have the meaning ascribed to such term in the Securities Purchase
      Agreement.

    


    “Holder”
or
      “Holders”
shall
      mean the holder or holders, as the case may be, from time to time of Registrable
      Securities.

    


    “Initial
      Nordic Registration Statement”
shall
      mean the registration statement filed by the Company with the SEC (File No.
      333-150580), as amended or supplemented from time to time.

    


    “Initial
      Registration Statement”
shall
      mean the initial Registration Statement filed pursuant to this
      Agreement.

    


    “Investor
      Permitted Transferees”
as
      defined in the Preamble.

    


    “Investors”
shall
      mean, collectively, the Investors and the Investor Permitted Transferees;
provided,
      however,
      that
      the term “Investors” shall not include any of the Investors or any of the
      Investor Permitted Transferees that do not own or hold any Registrable
      Securities.

    


    “Nordic
      Registration Statement”
shall
      mean any registration statement filed pursuant to the Registration Rights
      Agreement, dated February 25, 2008, by and among the Company and Nordic Biotech
      Venture Fund II K/S, as amended from time to time, including the Initial Nordic
      Registration Statement. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or agency or subdivision thereof) or other entity of any
      kind.

    


    “Placement
      Agent”
as
      defined in the Preamble.

    


    “Registrable
      Securities”
shall
      mean the Warrant Shares.

     

    “Registration
      Statement”
means
      any one or more registration statements filed (and/or required to be filed
      pursuant hereto) with the SEC by the Company on Form S-3, or in the event the
      Company is not eligible to use Form S-3, on Form S-1, for the purpose of
      registering the Registrable Securities, including (in each case) the prospectus,
      amendments and supplements to such registration statement or prospectus,
      including pre- and post-effective amendments, all exhibits thereto, and all
      material incorporated by reference or deemed to be incorporated by reference
      in
      such registration statement. The term “Registration Statement” shall include,
      but not be limited to, the Initial Registration Statement and shall not include
      any Nordic Registration Statement.

     

    “Rule
      144”
shall
      mean Rule 144 promulgated by the SEC pursuant to the Securities Act and any
      successor or substitute rule, law or provision.

     

    “Rule 172”
means
      Rule 172 promulgated by the SEC pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the SEC having substantially the same purpose and effect
      as
      such Rule.

     

    “Rule 424”
means
      Rule 424 promulgated by the SEC pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the SEC having substantially the same purpose and effect
      as
      such Rule.

     

    “SEC”
shall
      mean the United States Securities and Exchange Commission.

     

    “SEC
      Guidance”
means
      (i) any publicly-available written guidance, or rule of general
      applicability of the SEC staff, or (ii) oral or written comments,
      requirements or requests of the SEC staff to the Company in connection with
      the
      review of a Registration Statement.

     

    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended, and all of the rules and
      regulations promulgated thereunder.

     

    “Trading
      Day”
means
      (a) if the Common Stock is listed or quoted on the NASDAQ Market, then any
      day
      during which securities are generally eligible for trading on the NASDAQ Market,
      or (b) if the Common Stock is not then listed or quoted and traded on the NASDAQ
      Market, then any Business Day.

    


    “Warrant
      Shares”
as
      defined in the preamble. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    2.
 
      EFFECTIVENESS;
      This
      Agreement shall become effective and legally binding only if the First Closing
      occurs. 

    


    3.
      MANDATORY
      REGISTRATION.
      

    


    (a)
        The Company shall be required to file an Initial Registration Statement
      on or prior to the Filing Date registering the Registrable Securities for resale
      by the Holders as selling stockholders thereunder. On or prior to the Filing
      Date, the Company shall prepare and file with the SEC an Initial Registration
      Statement for the purpose of registering under the Securities Act the resale
      of
      all, or such portion as permitted by SEC Guidance (and the Company shall make
      a
      commercially reasonable effort to advocate with the SEC for the registration
      of
      all or the maximum number of the Registrable Securities as permitted by SEC
      Guidance) of the Registrable Securities by, and for the account of, the Holders
      as selling stockholders thereunder, that are not then registered on an effective
      Registration Statement for an offering to be made on a continuous basis pursuant
      to Rule 415. No other securities shall be included in the Initial
      Registration Statement that is filed except for the Registrable Securities.
      Each
      Registration Statement (including the Initial Registration Statement) shall
      contain the “Plan of Distribution” included in the Investor Questionnaire, in
      substantially the form of which was provided to Investors with the Securities
      Purchase Agreement (except if otherwise required pursuant to written comments
      received from the SEC upon a review of such Registration Statement). The Company
      shall cause a Registration Statement to be declared effective by the SEC under
      the Securities Act as promptly as practicable after the filing thereof, but
      in
      any event on or prior to the applicable Effectiveness Date.

     

    (b)
        The Company shall be required to keep a Registration Statement effective
      until such date that is the earlier of (the “Effectiveness
      Period”)
      (i)
      the date as of which all of the Holders as selling stockholders thereunder
      may
      sell all of the Registrable Securities registered for resale thereon without
      restriction pursuant to Rule 144 or (ii) the date when all of the Registrable
      Securities registered thereunder shall have been sold (such date is referred
      to
      herein as the “Mandatory
      Registration Termination Date”).
      Thereafter, the Company shall be entitled to withdraw such Registration
      Statement and the Holders shall have no further right to offer or sell any
      of
      the Registrable Securities registered for resale thereon pursuant to the
      respective Registration Statement (or any prospectus relating
      thereto).

      

    (c)
        Notwithstanding any other provision of this Agreement, if any SEC
      Guidance sets forth a limitation on the number of Registrable Securities to
      be
      registered in the Initial Registration Statement (and the Company has made
      a
      commercially reasonable effort to advocate with the SEC for the registration
      of
      all or a greater number of Registrable Securities), the number of Registrable
      Securities to be registered on such Registration Statement will be reduced
      on a
      pro rata basis among the Investors based on the total number of unregistered
      Warrant Shares held by such Investors on a fully diluted basis. The Company
      shall file a new registration statement as soon as reasonably practicable
      covering the resale by the Holders of not less than the number of such
      Registrable Securities that are not registered in the Initial Registration
      Statement. The Company shall not be liable for liquidated damages under
Section
      5(a)
      as to
      any Registrable Securities which are not permitted by the SEC to be included
      in
      a Registration Statement due solely to SEC Guidance from time to time. In such
      case, any liquidated damages payable under Section
      5(a)
      shall be
      calculated to apply only the percentage of Registrable Securities which are
      permitted in accordance with SEC Guidance to be included in such Registration
      Statement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (d)
        If during the Effectiveness Period, subject to Section
      3(a)
      and
Section
      3(c),
      the
      Company becomes aware that the number of Registrable Securities at any time
      exceeds the number of Registrable Securities then registered for resale in
      a
      Registration Statement, then the Company shall file as soon as reasonably
      practicable an additional Registration Statement covering the resale by the
      Holders of not less than the number of such Registrable Securities that are
      not
      then registered.

    


    (e) Notwithstanding
      any other provision of this Agreement, if during the Effectiveness Period any
      of
      the Registrable Securities become eligible for resale without restriction
      pursuant to Rule 144 (the “Rule
      144 Eligible Securities”)
      then
      the number of Registrable Securities outstanding at any one time shall be
      reduced by the number of Rule 144 Eligible Securities and the Company may at
      its
      option file an amendment to any Registration Statement to reduce the number
      of
      Registrable Securities accordingly. The Company acknowledges that the Company’s
      obligation to file its periodic disclosure documents for the twelve (12) month
      period preceding the date of sale is a “restriction” as that term is used in the
      first sentence of this Section
      3(e).

    


    4.
 
      PIGGYBACK
      REGISTRATION.

     

    (a)
        If, at any time, commencing on the date of the First Closing, the Company
      proposes to prepare and file with the SEC a registration statement under the
      Securities Act other than a Nordic Registration Statement, the Company will
      give
      written notice to each Holder and the Placement Agent of its intention to do
      so
      by certified mail and shall include all of the Registrable Securities in such
      registration statement; provided,
      however,
      that in
      connection with any offering involving an underwriting of shares of Common
      Stock, the Company shall not be required to include the Registrable Securities
      of any Holder in such registration statement unless they accept the terms of
      the
      underwriting as agreed upon between the Company and its underwriters, and then
      only in such quantity as the underwriters determine in their sole discretion
      will not jeopardize the success of the offering by the Company. In the event
      that the underwriters determine that less than all of the Registrable Securities
      required to be registered can be included in such offering, then the Registrable
      Securities that are included shall be apportioned, among the Investors on a
      pro
      rata basis based on the total number of unregistered Warrant Shares held by
      such
      Investors and requested to be included in the Registration Statement on a fully
      diluted basis. The Company shall use its best efforts to effect the registration
      under the Securities Act of the Registrable Securities at the Company’s sole
      cost and expense and at no cost or expense to the Holders (other than any
      commission, discounts or counsel fees payable by the Holders, as further
      provided in Section
      7
      hereof). 

     

    (b)
        Notwithstanding the preceding provisions of this Section
      4,
      the
      Company shall have the right any time after it shall have given written notice
      pursuant to this Section
      4
      (irrespective of whether any written request for inclusion of such securities
      shall have already been made) to elect not to file any proposed registration
      statement, or to withdraw the same after the filing but prior to the effective
      date thereof.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (c)
        The Company shall use its commercially reasonable efforts to cause the
      registration statement filed pursuant to this Section
      4
      to
      become effective as promptly as possible under the circumstances at the time
      prevailing and, if any stop order shall be issued by the SEC in connection
      therewith, to use its reasonable efforts to obtain the removal of such
      order.

    


    (d) To
      the
      extent any Registrable Securities of the Holders are included in such
      registration statement, the Company shall notify each Holder by facsimile or
      e-mail as promptly as practicable, and in any event, within two (2) Trading
      Days, after such registration statement is declared effective and shall
      simultaneously provide the Holders with a copy of any related prospectus to
      be
      used in connection with the sale or other disposition of the Registrable
      Securities covered thereby.

    


    5.
 
      PENALTIES/SUSPENSION
      OF A REGISTRATION STATEMENT.

     

    (a)
        If: (i) the Initial Registration Statement and any other
      Registration Statement other than a Nordic Registration Statement is not filed
      on or prior to the Filing Date, or (ii) the Company fails to file with the
      SEC a request for acceleration in accordance with Rule 461 promulgated
      under the Securities Act, within five (5) Trading Days of the date that the
      Company is notified (orally or in writing, whichever is earlier) by the SEC
      that
      the Initial Registration Statement or any other Registration Statement will
      not
      be “reviewed” or not be subject to further review and the Company has obtained
      any required clearance from the Financial Industry Regulatory Authority, Inc.
      (“FINRA”),
      or
      (iii) prior to the Effectiveness Date of the Initial Registration Statement
      or any other Registration Statement, the Company fails to file a pre-effective
      amendment and otherwise respond in writing to comments made by the SEC in
      respect of such Initial Registration Statement or any other Registration
      Statement within ten (10) Business Days after the receipt of comments by or
      notice from the SEC that such amendment is required in order for such Initial
      Registration Statement or any other Registration Statement to be declared
      effective, or (iv) subject to the tolling provisions contained herein, as
      to, in the aggregate among all Investors on a pro rata basis based on the amount
      of Registrable Securities held by each of them, respectively, the lesser of
      (A)
      all of the Registrable Securities and (B) the maximum number of Registrable
      Securities permitted by SEC Guidance (collectively, the “Initial
      Shares”),
      a
      Registration Statement registering for resale all of the Initial Shares is
      not
      declared effective by the SEC by the Effectiveness Date, or (v) after the
      Effectiveness Date of the Initial Registration Statement or any other
      Registration Statement, subject to the tolling provisions contained herein,
      such
      Initial Registration Statement or other Registration Statement ceases for any
      reason to remain continuously effective as to all Registrable Securities
      included in such Initial Registration Statement or other Registration Statement,
      as applicable, or the Investors are otherwise not permitted to utilize the
      Prospectus therein to resell such Registrable Securities, for more than ten
      (10)
      consecutive Business Days or more than an aggregate of twenty (20) Business
      Days
      during any twelve (12) month period (which need not be consecutive Business
      Days), provided,
      however,
      that no
      such payments shall be required in connection with a Suspension Period (as
      hereinafter defined) (any such failure or breach being referred to as an
“Event,”
and
      for purposes of clause (i), (iv) or (v) the date on which such Event
      occurs, or for purposes of clause (ii) the date on which such five (5)
      Trading Day period is exceeded, or for purposes of clause (iii) the date
      which such ten (10) Business Day period is exceeded, or for purposes of clause
      (v) the date on which such ten (10) or twenty (20) Business Day period, as
      applicable, is exceeded being referred to as “Event
      Date”),
      then,
      in addition to any other rights the Investors may have hereunder or under
      applicable law, on each such Event Date and on each monthly anniversary of
      each
      such Event Date (if the applicable Event shall not have been cured by such
      date)
      until the applicable Event is cured, the Company shall, subject to Section
      3(c),
      pay to
      each Investor on a monthly basis within three (3) Business Days of the end
      of
      the month an amount in cash, as partial liquidated damages and not as a penalty,
      equal to one and one-half (1.5%) percent of the aggregate purchase price paid
      by
      such Investor pursuant to the Securities Purchase Agreement for any Registrable
      Securities then held by such Investor (as applicable under clause (iv)) that
      are
      not then eligible for resale pursuant to the Initial Registration Statement
      or
      other Registration Statement. The parties agree that the maximum aggregate
      liquidated damages payable to an Investor under this Agreement shall be ten
      (10%) percent of the aggregate amount paid by such Investor for its respective
      Registrable Securities pursuant to the Securities Purchase Agreement. If the
      Company fails to pay any partial liquidated damages pursuant to this
Section
      5(a)
      in full
      within ten (10) calendar days after the date payable, the Company will be
      required to pay such liquidation damages in cash only and shall pay interest
      thereon at a rate of eighteen (18%) percent per annum (or such lesser maximum
      amount that is required to be paid by applicable law) to the Investor, accruing
      daily from the date such partial liquidated damages are due until such amounts,
      plus all such interest thereon, are paid in full; provided,
      however,
      that if
      the tenth calendar day after the date payable is not a Business Day then the
      payment shall be due on the next Business Day. The partial liquidated damages
      pursuant to the terms hereof shall apply on a daily pro-rata basis for any
      portion of a month prior to the cure of an Event.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (b)
        The Company shall notify each Holder and the Placement Agent by facsimile
      or e-mail as promptly as practicable, and in any event, within two (2) Trading
      Days, after a Registration Statement is declared effective and shall
      simultaneously provide the Investors with a copy of any related prospectus
      to be
      used in connection with the sale or other disposition of the Registrable
      Securities covered thereby. Failure to notify the Holders in accordance with
      this Section
      5(b) shall
      be
      deemed an Event under Section
      5(a).

    


    (c) No
      Investor shall be entitled to a payment pursuant to this Section 5
      if
      effectiveness of a Registration Statement has been delayed or a prospectus
      has
      been unavailable as a result of (i) a failure by such Investor to promptly
      provide on request by the Company the information required under the Securities
      Purchase Agreement or this Agreement or requested by the SEC as a condition
      to
      effectiveness of a Registration Statement; (ii) the provision of inaccurate
      or
      incomplete information by such Investor; or (iii) a statement or determination
      of the SEC that any provision of the rights of the Investor under this Agreement
      are contrary to the provisions of the Securities Act.

     

    6.
 
      OBLIGATIONS
      OF THE COMPANY.
      In the
      event the Company files a Registration Statement with the SEC in connection
      with
Section
      3
      or
Section
      4
      hereof
      that covers the Registrable Securities and uses its commercially reasonable
      efforts to cause a Registration Statement to become effective, the Company
      shall, as expeditiously as reasonably possible:

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (a)
        Prepare and file with the SEC such amendments and supplements to a
      Registration Statement and the prospectus used in connection therewith as may
      be
      necessary to comply with the provisions of the Securities Act with respect
      to
      the disposition of all Registrable Securities covered by a Registration
      Statement;

     

    (b)
        Furnish to the selling Holders such number of copies of a prospectus,
      including a preliminary prospectus, in conformity with the requirements of
      the
      Securities Act, and such other documents (including, without limitation,
      prospectus amendments and supplements as are prepared by the Company in
      accordance with Section
      6(a)
      above)
      as the selling Holders may reasonably request in order to facilitate the
      disposition of such selling Holders’ Registrable Securities;

     

    (c)
        Use commercially reasonable efforts to comply with all applicable rules
      and regulations of the SEC under the Securities Act and the Exchange Act,
      including, without limitation, Rule 172 under the Securities Act, file any
      final
      prospectus, including any supplement or amendment thereof, with the SEC pursuant
      to Rule 424 under the Securities Act, promptly inform the Holders in writing
      if,
      at any time during a period of effectiveness, the Company does not satisfy
      the
      conditions specified in Rule 172 and, as a result thereof, the Holders are
      required to deliver a prospectus in connection with any disposition of
      Registrable Securities; notify the selling Holders of the happening of any
      event
      as a result of which the prospectus included in or relating to a Registration
      Statement contains an untrue statement of a material fact or omits any fact
      necessary to make the statements therein not misleading; and, thereafter,
      subject to Section
      12
      hereof,
      the Company will promptly prepare (and, when completed, give notice and provide
      a copy thereof to each selling Holder) a supplement or amendment to such
      prospectus so that such prospectus will not contain an untrue statement of
      a
      material fact or omit to state any fact necessary to make the statements therein
      not misleading; provided,
      however,
      that
      upon such notification by the Company (which shall be a Suspension pursuant
      to
Section
      12),
      the
      selling Holders will not offer or sell Registrable Securities until the Company
      has notified the selling Holders that it has prepared a supplement or amendment
      to such prospectus and filed it with the SEC or, if the Company does not then
      meet the conditions for the use of Rule 172, delivered copies of such supplement
      or amendment to the selling Holders (it being understood and agreed by the
      Company that the foregoing proviso shall in no way diminish or otherwise impair
      the Company’s obligation to promptly prepare a prospectus amendment or
      supplement as above provided in this Section
      6(c)
      and
      deliver copies of same as above provided in Section
      6(b)
      hereof);
      and

     

    (d)
        Use its best efforts to register and qualify the Registrable Securities
      covered by a Registration Statement under such other securities or Blue Sky
      laws
      of such states as shall be reasonably appropriate in the opinion of the Company,
      provided,
      however,
      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, and provided further
      that
      (notwithstanding anything in this Agreement to the contrary with respect to
      the
      bearing of expenses) if any jurisdiction in which any of such Registrable
      Securities shall be qualified shall require that expenses incurred in connection
      with the qualification therein of any such Registrable Securities be borne
      by
      the selling Holders, then the selling Holders shall, to the extent required
      by
      such jurisdiction, pay their pro rata share of such qualification
      expenses.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (e)
        Subject to the terms and conditions of this Agreement, including
Section
      3
      and
Section
      4
      hereof,
      the Company shall use its commercially reasonable efforts to (i) prevent the
      issuance of any stop order or other suspension of effectiveness of a
      Registration Statement, or the suspension of the qualification of any of the
      Registrable Securities for sale in any jurisdiction in the United States, and
      (ii) if such an order or suspension is issued, obtain the withdrawal of such
      order or suspension at the earliest practicable moment and notify each holder
      of
      Registrable Securities of the issuance of such order and the resolution thereof
      or its receipt of notice of the initiation or threat of any proceeding such
      purpose.

     

    (f)
        The Company shall (i) comply with all requirements of FINRA with regard
      to the issuance of the Registrable Securities and the listing thereof on the
      OTC
      Bulletin Board and such other securities exchange or automated quotation system,
      as applicable, and (ii) engage a transfer agent and registrar to maintain the
      Company’s stock ledger for all Registrable Securities covered by a Registration
      Statement not later than the effective date of a Registration
      Statement.

     

    (g)
        The Company will file a Registration Statement and all amendments and
      supplements thereto electronically on EDGAR.

    


    7.
 
      OBLIGATIONS
      OF THE PLACEMENT AGENT AND THE HOLDERS.

    


    (a) It
      shall
      be a condition precedent to the obligations of the Company to take any action
      pursuant to this Agreement that the selling Holders shall furnish to the Company
      a completed Selling Stockholder Questionnaire in the form attached as
Exhibit
      B
      hereto
      (the “Selling
      Stockholder Questionnaire”)
      and
      such other information regarding them and the securities held by them as the
      Company shall reasonably request and as shall be required in order to effect
      any
      registration by the Company pursuant to this Agreement. The Company shall not
      be
      required to include the Registrable Securities of any Holder who fails to
      furnish to the Company a fully completed Selling Stockholder Questionnaire
      at
      least three (3) Trading Days prior to the Filing Deadline. Additionally, each
      Holder shall promptly notify the Company of any changes in the information
      furnished in the Selling Stockholder Questionnaire or otherwise to the
      Company.

    


    (b) Each
      Holder agrees to cooperate with the Company as reasonably requested by the
      Company in connection with the filing of any Registration Statement hereunder,
      unless such Holder has notified the Company in writing that such Holder elects
      to exclude all of its Registrable Securities from such Registration
      Statement.

    


    (c) Each
      Holder agrees that, upon receipt of any notice from the Company of the happening
      of any event of the kind described in Section
      6(c),
      each
      Holder shall immediately discontinue disposition of Registrable Securities
      pursuant to any Registration Statement covering such Registrable Securities
      until such Holders receipt of the copies of the supplemented or amended
      prospectus contemplated by Section
      6(c)or
      receipt of notice that no supplement or amendment is required.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (d) Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it or an exemption therefrom
      in connection with sale of Registrable Securities pursuant to any Registration
      Statement.

    


    (e) Each
      Holder and the Placement Agent who are members or affiliated or associated
      with
      members of FINRA will agree, if requested by FINRA, to sign a lock-up, the
      form
      of which shall be satisfactory to FINRA (the “FINRA
      Lock-Up”),
      with
      respect to the Warrant and Warrant Shares, in case of the Holders or, in the
      case of the Placement Agent, the warrant issued to the Placement Agent in
      connection with the transactions contemplated by the Securities Purchase
      Agreement (the “Placement
      Agent Warrants”)
      and
      the shares of Common Stock issuable upon exercise thereof.

     

    8.
 
      EXPENSES
      OF REGISTRATION.
      

    


    (a) Except
      as
      set forth in Section
      6(d),
      all
      expenses incurred in connection with the registration of the Registrable
      Securities pursuant to this Agreement (excluding underwriting, brokerage and
      other selling commissions and discounts), including without limitation all
      registration and qualification and filing fees, printing, fees and disbursements
      of counsel for the Company and fees and expenses of one counsel to the Holders,
      which shall be Gusrae, Kaplan, Bruno & Nusbaum PLLC (not to exceed $10,000),
      shall be borne by the Company; provided,
      however,
      other
      than as provided in this Section
      8(a),
      the
      Holders shall be required to pay the expenses of counsel and any other advisors
      for the Holders and any brokerage or other selling discounts or commissions
      and
      any other expenses incurred by the Holders for their own account. In addition,
      the Company shall also reimburse the Placement Agent for the fees and
      disbursements of its counsel in connection with its filings with FINRA Rule
      2710
      that are required with respect to the Placement Agent’s participation in the
      public offering with respect to a Registration Statement. 

    


    (b) Until
      such time as all of the Registrable Securities have been sold pursuant to an
      effective Registration Statement, the Company shall take such reasonable action
      as the Holder may request (including, without limitation, promptly obtaining
      any
      required legal opinions from Company counsel necessary to effect the sale of
      the
      Registrable Securities under Rule 144 and paying the related fees and
      expenses of such counsel), all to the extent required from time to time to
      enable such Holder to sell the Registrable Securities without registration
      under
      the Securities Act pursuant to the provisions of Rule 144 under the
      Securities Act (or any successor provision). The Company further covenants
      to
      take such action and to provide such legal opinions within five (5) Business
      Days after receipt from such Holder (or its representative) of documentation
      reasonably required by the Company counsel to provide such opinion.


    


    9.
 
      DELAY
      OF REGISTRATION.
      The
      Holders shall not take any action to restrain, enjoin or otherwise delay any
      registration as the result of any controversy which might arise with respect
      to
      the interpretation or implementation of this Agreement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    10.
        INDEMNIFICATION.

     

    (a)
        To the extent permitted by law, the Company will indemnify and hold
      harmless each selling Holder, and each officer and director of such selling
      Holder and each person, if any, who controls such selling Holder, within the
      meaning of the Securities Act, against any losses, claims, damages or
      liabilities, joint or several, to which they may become subject under the
      Securities Act or otherwise, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof) arise out of or are based upon
      (i)
      any untrue or alleged untrue statement of any material fact contained in a
      Registration Statement, in any preliminary prospectus or final prospectus
      relating thereto or in any amendments or supplements to a Registration Statement
      or any such preliminary prospectus or final prospectus, or arise out of or
      are
      based upon the omission or alleged omission to state therein a material fact
      required to be stated therein, or necessary to make the statements therein
      not
      misleading; (ii) any blue sky application or other document executed by the
      Company specifically for that purpose or based upon written information
      furnished by the Company filed in any state or other jurisdiction in order
      to
      qualify any or all of the Registrable Securities under the securities laws
      thereof (any such application, document or information herein called a
“Blue
      Sky Application”);
      (iii)
      the omission or alleged omission to state in a Blue Sky Application a material
      fact required to be stated therein or necessary to make the statements therein
      not misleading; (iv) any violation by the Company or its agents of any rule
      or
      regulation promulgated under the Securities Act applicable to the Company or
      its
      agents and relating to action or inaction required of the Company in connection
      with such registration of the Registrable Securities; or (v) any failure to
      register or qualify the Registrable Securities included in any such Registration
      Statement in any state where the Company or its agents has affirmatively
      undertaken or agreed in writing that the Company will undertake such
      registration or qualification on a Holder’s behalf; and will reimburse such
      selling Holder, or such officer, director or controlling person for any legal
      or
      other expenses reasonably incurred by them in connection with investigating
      or
      defending any such loss, claim, damage, liability or action; provided,
      however,
      that
      the indemnity agreement contained in this Section
      10(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, damage, liability or
      action to the extent that it arises out of or is based upon (i) an untrue
      statement or alleged untrue statement or omission made in connection with a
      Registration Statement, any preliminary prospectus or final prospectus relating
      thereto or any amendments or supplements to a Registration Statement or any
      such
      preliminary prospectus or final prospectus, in reliance upon and in conformity
      with written information furnished expressly for use in connection with a
      Registration Statement or any such preliminary prospectus or final prospectus
      by
      the selling Holders or (ii) at any time when the Company has advised the Holder
      in writing that the Company does not meet the conditions for use of Rule 172
      and
      as a result that the Holder is required to deliver a current prospectus in
      connection with any disposition of Registrable Securities, an untrue statement
      or alleged untrue statement or omission in a prospectus that is (whether
      preliminary or final) corrected in any subsequent amendment or supplement to
      such prospectus that was delivered to the selling Holder before the pertinent
      sale or sales by the selling Holder.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (b)
        To the extent permitted by law, each selling Holder will severally and
      not jointly indemnify and hold harmless the Company, each of its directors,
      each
      of its officers who have signed a Registration Statement, each person, if any,
      who controls the Company within the meaning of the Securities Act, against
      any
      losses, claims, damages or liabilities to which the Company or any such
      director, officer, controlling person, may become subject to, under the
      Securities Act or otherwise, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereto) arise out of or are based upon
      any
      untrue or alleged untrue statement of any material fact contained in a
      Registration Statement or any preliminary prospectus or final prospectus,
      relating thereto or in any amendments or supplements to a Registration Statement
      or any such preliminary prospectus or final prospectus, or arise out of or
      are
      based upon the omission or alleged omission to state therein a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading, in each case to the extent and only to the extent that such untrue
      statement or alleged untrue statement or omission or alleged omission (i) was
      made in a Registration Statement, in any preliminary prospectus or final
      prospectus relating thereto or in any amendments or supplements to a
      Registration Statement or any such preliminary prospectus or final prospectus,
      in reliance upon and in conformity with written information furnished by the
      selling Holder expressly for use in connection with a Registration Statement,
      or
      any preliminary prospectus or final prospectus or (ii) at any time when the
      Company has advised the Holder in writing that the Company does not meet the
      conditions for use of Rule 172 and as a result that the Holder is required
      to
      deliver a current prospectus in connection with any disposition of Registrable
      Securities, was corrected in any subsequent amendment or supplement to such
      prospectus that was delivered to the selling Holder before the pertinent sale
      or
      sales by the selling Holder; and such selling Holder will reimburse any legal
      or
      other expenses reasonably incurred by the Company or any such director, officer,
      controlling person, or other selling Holder in connection with investigating
      or
      defending any such loss, claim, damage, liability or action; provided,
      however,
      that
      the liability of each selling Holder hereunder shall be limited to the net
      proceeds received by such selling Holder from the sale of Registrable Securities
      giving rise to such liability, and provided further,
      that
      the indemnity agreement contained in this Section
      10(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 those
      selling Holder(s) against which the request for indemnity is being made (which
      consent shall not be unreasonably withheld).

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (c)
        Promptly after receipt by an indemnified party under this Section
      10
      of
      notice of the commencement of any action, such indemnified party will, if a
      claim in respect thereof is to be made against any indemnifying party under
      this
Section
      10,
      notify
      the indemnifying party in writing of the commencement thereof and the
      indemnifying party shall have the right to participate in and, to the extent
      the
      indemnifying party desires, jointly with any other indemnifying party similarly
      noticed, to assume at its expense the defense thereof with counsel satisfactory
      to the indemnifying party or indemnifying parties, but the omission so to notify
      the indemnifying party will not relieve it from any liability which it may
      have
      to any indemnified party for contribution or otherwise under the indemnity
      agreement contained in this Section
      10
      (except
      to the extent that such omission materially and adversely affects the
      indemnifying person’s ability to defend such action). In the event that the
      indemnifying party assumes any such defense, the indemnified party may
      participate in such defense with its own counsel and at its own expense,
provided,
      however,
      if the
      defendants in any such action include both the indemnified party and the
      indemnifying party and the indemnified party shall have reasonably concluded,
      based on an opinion of counsel reasonably satisfactory to the indemnifying
      party, that there may be a conflict of interest between the positions of the
      indemnifying party and the indemnified party in conducting the defense of any
      such action or that there may be legal defenses available to it and/or other
      indemnified parties which are different from or additional to those available
      to
      the indemnifying party, the indemnified party or parties shall have the right
      to
      select separate counsel to assume such legal defenses and to otherwise
      participate in the defense of such action on behalf of such indemnified party
      or
      parties. Upon receipt of notice from the indemnifying party to such indemnified
      party of its election to assume the defense of such action and approval by
      the
      indemnified party of counsel, the indemnifying party will not be liable to
      such
      indemnified party under this Section
      10
      for any
      legal or other expenses subsequently incurred by such indemnified party in
      connection with the defense thereof unless the indemnified party shall have
      employed such counsel in connection with the assumption of legal defenses in
      accordance with the proviso to the preceding sentence (it being understood,
      however, that the indemnifying party shall not be liable for the expenses of
      more than one separate counsel and one local counsel, reasonably satisfactory
      to
      such indemnifying party, representing all of the indemnified parties who are
      parties to such action in which case the reasonable fees and expenses of counsel
      shall be at the expense of the indemnifying party.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (d)
        Notwithstanding anything to the contrary herein, the indemnifying party
      shall not be entitled to settle any claim, suit or proceeding unless in
      connection with such settlement the indemnified party receives an unconditional
      release with respect to the subject matter of such claim, suit or proceeding
      and
      such settlement does not contain any admission of fault by the indemnified
      party.

     

    (e)
        If the indemnification provided for in this Section
      10
      is
      unavailable to or insufficient to hold harmless an indemnified party under
      subsection (a) or (b) above in respect of any losses, claims, damages or
      liabilities (or actions or proceedings in respect thereof) referred to therein,
      then each indemnifying party shall contribute to the amount paid or payable
      by
      such indemnified party as a result of such losses, claims, damages or
      liabilities (or actions in respect thereof) in such proportion as is appropriate
      to reflect the relative fault of the Company on the one hand and the Holders
      on
      the other in connection with the statements or omissions or other matters which
      resulted in such losses, claims, damages or liabilities (or actions in respect
      thereof), as well as any other relevant equitable considerations. The relative
      fault shall be determined by reference to, among other things, in the case
      of an
      untrue statement, whether the untrue statement relates to information supplied
      by the Company on the one hand or a Holder on the other and the parties’
relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such untrue statement. The Company and the Holders agree that it would
      not be just and equitable if contribution pursuant to this subsection (e) were
      determined by pro rata allocation (even if the Holders were treated as one
      entity for such purpose) or by any other method of allocation which does not
      take into account the equitable considerations referred to above in this
      subsection (e). The amount paid or payable by an indemnified party as a result
      of the losses, claims, damages or liabilities (or actions in respect thereof)
      referred to above in this subsection (e) shall be deemed to include any legal
      or
      other expenses reasonably incurred by such indemnified party in connection
      with
      investigating or defending any such action or claim. No person guilty of
      fraudulent misrepresentation (within the meaning of Section
      11(f)
      of the
      Securities Act) shall be entitled to contribution from any person who was not
      guilty of such fraudulent misrepresentation. The Holders’ obligations in this
      subsection to contribute are several in proportion to their sales of Registrable
      Securities to which such loss relates and not joint. In no event shall the
      contribution obligation of a Holder be greater in amount than the dollar amount
      of the net proceeds (net of all expenses paid by such Holder in connection
      with
      any claim relating to this Section
      10
      and the
      amount of any damages such Holder has otherwise been required to pay by reason
      of such untrue or alleged untrue statement or omission or alleged omission)
      received by it upon the sale of the Registrable Securities giving rise to such
      contribution obligation.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    (f)
        The parties to this Agreement hereby acknowledge that they are
      sophisticated business persons who were represented by counsel during the
      negotiations regarding the provisions hereof including, without limitation,
      the
      provisions of this Section
      10,
      and are
      fully informed regarding said provisions. They further acknowledge that the
      provisions of this Section
      10
      fairly
      allocate the risks in light of the ability of the parties to investigate the
      Company and its business in order to assure that adequate disclosure is made
      in
      a Registration Statement as required by the Securities Act and the Exchange
      Act.

     

    11.
        REPORTS
      UNDER THE EXCHANGE ACT.
      With a
      view to making available to the Holders the benefits of Rule 144 and any other
      rule or regulation of the SEC that may at any time permit the Holders to sell
      the Registrable Securities to the public without registration, the Company
      agrees: (i) to make and keep public information available as those terms are
      understood in Rule 144, (ii) to file with the SEC in a timely manner all reports
      and other documents required to be filed by an issuer of securities registered
      under the Securities Act or the Exchange Act pursuant to Rule 144, (iii) as
      long
      as any Holder owns any Registrable Securities, to furnish in writing upon such
      Holder’s request a written statement by the Company that it has complied with
      the reporting requirements of Rule 144 and of the Securities Act and the
      Exchange Act, and to furnish to such Holder a copy of the most recent annual
      or
      quarterly report of the Company, and such other reports and documents so filed
      by the Company as may be reasonably requested in availing such Holder of any
      rule or regulation of the SEC permitting the selling of any such Registrable
      Securities without registration and (iv) undertake any additional actions
      reasonably necessary to maintain the availability of the use of Rule
      144.

     

    12.
        SUSPENSION.
      Notwithstanding anything in this Agreement to the contrary, in the event (i)
      of
      any non-voluntary demand on the Company by the SEC or any other federal or
      state
      governmental authority during the period of effectiveness of a Registration
      Statement for amendments or supplements to a Registration Statement or related
      prospectus or for additional information; (ii) of the issuance by the SEC or
      any
      other federal or state governmental authority of any stop order suspending
      the
      effectiveness of a Registration Statement or the initiation of any proceedings
      for that purpose; (iii) of the receipt by the Company of any notification with
      respect to the suspension of the qualification or exemption from qualification
      of any of the Registrable Securities for sale in any jurisdiction or the
      initiation of any proceeding for such purpose; or (iv) of any event or
      circumstance which requires to comply with applicable law the making of any
      changes in a Registration Statement or related prospectus, or any document
      incorporated or deemed to be incorporated therein by reference, so that, in
      the
      case of a Registration Statement, it will not contain any untrue statement
      of a
      material fact or any omission to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading, and that
      in
      the case of the prospectus, it will not contain any untrue statement of a
      material fact or any omission to state a material fact required to be stated
      therein or necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading, then the Company
      shall
      furnish to the selling Holders a certificate signed by the President or Chief
      Executive Officer of the Company setting forth in detail the facts relating
      to
      one or more of the above described circumstances, and the right of the selling
      Holders to use a Registration Statement (and the prospectus relating thereto)
      shall be suspended for a period (the “Suspension
      Period”)
      of not
      more than ten (10) days after delivery by the Company of the certificate
      referred to above in this Section
      12.
      During
      the Suspension Period, none of the Holders shall offer or sell any Registrable
      Securities pursuant to or in reliance upon a Registration Statement (or the
      prospectus relating thereto). The Company shall use its best efforts to
      terminate any Suspension Period as promptly as practicable.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    13.
        TRANSFER
      OF REGISTRATION RIGHTS.
      A
      Holder shall have the right and may transfer or assign, at any time and from
      time to time, in whole or in part, to one or more Persons its rights hereunder
      in connection with the transfer of the Registrable Securities by such Holder
      to
      such person, provided that (a) such Holder complies with all laws applicable
      thereto, (b) the Company is furnished with written notice of the name and
      address of such transferee or assignee and the Registrable Securities to which
      such registration rights are being transferred, (c) at or before the time the
      Company received the written notice contemplated by clause (b) of this sentence
      the transferee or assignee agrees in writing (i) that it is an “accredited
      investor” as that term is defined in Rule 501 of Regulation D, (ii) to be bound
      by, all of the terms and conditions of, this Agreement by duly executing and
      delivering to the Company an Instrument of Adherence in the form attached as
      Exhibit C
      hereto
      and (iii) agree to deliver the FINRA Lock-Up if so requested by
      FINRA.

     

    14.
        ENTIRE
      AGREEMENT.
      This
      Agreement, the Warrants, the Placement Agency Agreement, the Securities Purchase
      Agreement and other documents relating to the Offering (and all exhibits and
      supplements to such documents) constitute and contain the entire agreement
      and
      understanding of the parties with respect to the subject matter hereof, and
      supersede any and all prior negotiations, correspondence, agreements or
      understandings with respect to the subject matter hereof.

      

    15.
        MISCELLANEOUS.

     

    (a)
        This Agreement may not be amended, modified or terminated, and no rights
      or provisions may be waived, except with the written consent of the Company
      and
      the holders of a majority of the Registrable Securities issued and outstanding
      or issuable upon exercise of the Warrants; provided,
      that,
      no
      consent shall be required in order to add additional Investors as parties hereto
      in accordance with the Offering.

     

    (b)
        This Agreement shall be governed by and construed and enforced solely and
      exclusively in accordance with the internal laws of the State of New York and
      without regard to any conflicts of laws principles thereof, and shall be binding
      upon and inure to the benefit of the parties hereto and their respective heirs,
      personal representatives, permitted transferees, successors or assigns. This
      Agreement shall also be binding upon and inure to the benefit of any transferee
      of any of the Registrable Securities.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    (c)
        Each of the parties hereto irrevocably and expressly submits to the
      exclusive and sole jurisdiction of the courts of the State of New York located
      in New York County and the United States District Court for the Southern
      District of New York for the purpose of any suit, action, proceeding or judgment
      relating to or arising out of this Agreement and the transactions contemplated
      hereby. Service of process in connection with any such suit, action or
      proceeding may be served on each party hereto anywhere in the world by the
      same
      methods as are specified for the giving of notices under this Agreement. Each
      of
      the parties hereto irrevocably consents to the jurisdiction of any such court
      in
      any such suit, action or proceeding and to the laying of venue in such court.
      Each party hereto irrevocably waives any objection to the laying of venue of
      any
      such suit, action or proceeding brought in such courts and irrevocably waives
      any claim that any such suit, action or proceeding brought in any such court
      has
      been brought in an inconvenient forum. EACH
      OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
      LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN
      CONSULTED SPECIFICALLY AS TO THIS WAIVER.

     

    (d)
        Any notices, reports or other correspondence (hereinafter collectively
      referred to as “correspondence”) required or permitted to be given hereunder
      shall be in writing and shall be sent by postage prepaid first class mail,
      courier or telecopy or delivered by hand to the party to whom such
      correspondence is required or permitted to be given hereunder, and shall be
      deemed sufficient upon receipt when delivered personally or by courier,
      overnight delivery service or confirmed facsimile, or three (3) business days
      after being deposited in the regular mail as certified or registered mail
      (airmail if sent internationally) with postage prepaid, if such notice is
      addressed to the party to be notified at such party’s address or facsimile
      number as set forth below:

     

    (i)
      All
      correspondence to the Company shall be addressed as follows:

     

    Manhattan
      Pharmaceuticals, Inc.

    48
      Wall
      Street, Suite 1100

    New
      York,
      New York 10005

    Attention:    Douglas
      Abel

     
      Chief Executive Officer

    Facsimile: (212)
      582-3957

     

    with
      a
      copy to:

     

    Lowenstein
      Sandler PC

    65
      Livingston Avenue

    Roseland,
      New Jersey 07068

    Attention:   Anthony
      Pergola, Esq.

    Facsimile:   (973)
      597-2445

     

    (ii)
      All
      correspondence to any Investor shall be sent to such Investor at the address
      set
      forth in the Investor Counterpart Signature Page to the Securities Purchase
      Agreement.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    (iii)
      Any
      entity may change the address to which correspondence to it is to be addressed
      by written notification as provided for herein.

     

    (e)
        The parties acknowledge and agree that in the event of any breach of this
      Agreement, remedies at law may be inadequate, and each of the parties hereto
      shall be entitled to seek specific performance of the obligations of the other
      parties hereto and such appropriate injunctive relief as may be granted by
      a
      court of competent jurisdiction.

     

    (f)
        Should any part or provision of this Agreement be held unenforceable or
      in conflict with the applicable laws or regulations of any jurisdiction, the
      invalid or unenforceable part or provisions shall be replaced with a provision
      which accomplishes, to the extent possible, the original business purpose of
      such part or provision in a valid and enforceable manner, and the remainder
      of
      this Agreement shall remain binding upon the parties hereto.

     

    (g)
        This Agreement may be executed in a number of counterparts, any of which
      together shall for all purposes constitute one Agreement, binding on all the
      parties hereto notwithstanding that all such parties have not signed the same
      counterpart.

     

    [Signature
      Page to Follow]

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Registration Rights
      Agreement as of the date and year first above written.

    


    
      	 	
              MANHATTAN
                PHARMACEUTICALS, INC. 

            
	 	 
	 	
              By:

            	
               /s
                Michael McGuinness

            
	 	 	
                     Michael
                McGuinness

            
	 	 	
                     Chief
                Financial Officer

            
	 	 
	 	
              
                [l]

              

            
	 	 
	 	
              By:

            	
               

            
	 	 	
                     

            
	 	 	
                  

            
	 	 	
                     

            


    

    


    THE
      INVESTOR’S SIGNATURE TO THE SECURITES PURCHASE AGREEMENT DATED OF EVEN DATE
      HEREWITH SHALL CONSTITUTE THE INVESTOR’S SIGNATURE TO THIS REGISTRATION RIGHTS
      AGREEMENT.

     

    Signature
      Page to Registration Rights Agreement

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    INVESTOR
      LIST

    


    
      	
              Neel
                B. Ackerman and Martha N. Ackerman

            
	 
	
              Stephen
                M. Burnich Revocable Trust u/a 10/08/04

            
	 
	
              Ennio
                De Pianto

            
	 
	
              Matthew
                Ernst

            
	 
	
              John
                M. Goodman Living Trust

            
	 
	
              Leon
                Kanner & Rosemary E. Kanner

            
	 
	
              Richard
                Kindt

            
	 
	
              Douglas
                E. Pritchett

            
	 
	
              Jerome
                A. Shinkay

            
	 
	
              Michael
                J. Spezia

            
	 
	
              George
                D. Wilson & Diane J. Wilson

            
	 
	
              Joseph
                L. Jerger

            
	 
	
              David
                & Nancy Pudelsky

            
	 
	
              James
                R. Buck

            
	 
	
              John
                O. Dunkin

            
	 
	
              NFS/FMTC
                SEP IRA FBO Jay Jennings

            
	 
	
              Landmark
                Community Bank Collateral Account FBO Estate of Catherine
                Nasser

            
	 
	
              Nasser
                Family Trust

            
	 
	
              James
                R. Kahn & Debra A. Kahn, JTWROS

            
	 
	
              Carolyn
                N. Taylor & A. Starke Taylor,
                Jr.

            


    

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    


    
      	
              Mark
                Vollmer

            
	 
	
              Robert
                J. Guercio

            
	 
	
              Ralph
                Hanby

            
	 
	
              Robert
                E. Jacobson & Saralee Jacobson, JTWROS

            
	 
	
              Michael
                Cushing

            
	 
	
              Raymond
                Yarusi, Jr.

            
	 
	
              James
                Orr

            
	 
	
              Vernon
                L. Simpson

            
	 
	
              Michael
                H. Yokoyama & Jaye S. Venuti Family Trust

            
	 
	
              Frederick
                Peet

            
	 
	
              Ronald
                Rasmussen

            
	 
	
              Lewis
                R. Jacobson

            
	 
	
              Mark
                B. Ginsburg

            
	 
	
              Gregory
                J. Dovolis

            
	 
	
              William
                S. Silver

            
	 
	
              Praful
                Desai

            
	 
	
              Thomas
                Gemellaro

            
	 
	
              Howard
                M. Tanning Rollover IRA

            


    

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    Selling
      Stockholder Questionnaire

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    Instrument
      of Adherence

     

    Reference
      is hereby made to that certain Registration Rights Agreement, dated as of
 November 19, 2008, among Manhattan Pharmaceuticals, Inc., a Delaware
      corporation (the “Company”),
      the
      Investors and the Investor Permitted Transferees, as amended and in effect
      from
      time to time (the “Registration
      Rights Agreement”).
      Capitalized terms used herein without definition shall have the respective
      meanings ascribed thereto in the Registration Rights Agreement.

     

    The
      undersigned, in order to become the owner or holder of [___________] shares
      of
      common stock, par value $0.001 per share of the Company (the “Common
      Stock”),
      or a
      Warrant or Warrants to purchase [_______] Warrant Shares, hereby agrees that,
      from and after the date hereof, the undersigned has become a party to the
      Registration Rights Agreement in the capacity of an Investor Permitted
      Transferee, and is entitled to all of the benefits under, and is subject to
      all
      of the obligations, restrictions and limitations set forth in, the Registration
      Rights Agreement that are applicable to Investor Permitted Transferees. This
      Instrument of Adherence shall take effect and shall become a part of the
      Registration Rights Agreement immediately upon execution.

     

    Executed
      as of the date set forth below under the laws of the State of New
      York.

     

    
      	 	
              Signature:

            	 

	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    
      	
              Accepted:

            	 
	
              [__________________________________________]

            	
               

            
	 	 
	
              By:

            	 
	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              Date:_______________________________,
                20__

            	
               

            


    

     

    
      
        
        

      

      
        C-1