Exhibit
10.1


 


FIRST
AMENDMENT TO LOAN AND SECURITY AGREEMENT


 


THIS
FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of August 9, 2022, by and among
INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership, as collateral agent (in such capacity, together with its
successors and assigns in such capacity, “Collateral Agent”), and the Lenders listed on Schedule 1.1 of the Loan Agreement
(as defined herein) or otherwise a party to the Loan Agreement from time to time including INNOVATUS LIFE SCIENCES LENDING FUND I, LP
in its capacity as a Lender, and CELCUITY, INC., a Delaware corporation (“Borrower”).


 


WHEREAS,
Collateral Agent, Borrower and Lenders have entered into that certain Loan and Security Agreement, dated as of April 8, 2021 (as amended,
supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which Lenders have provided
to Borrower certain loans in accordance with the terms and conditions thereof; and


 


WHEREAS,
Borrower, Lenders and Collateral Agent desire to amend certain provisions of the Loan Agreement.


 


NOW,
THEREFORE, in consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Borrower, Lenders and Collateral Agent hereby agree as follows:


 


		1.	Capitalized
                                            terms used herein but not otherwise defined shall have the respective meanings given to them
                                            in the Loan Agreement.



 


		2.	Section
                                            2.2(a) of the Loan Agreement is hereby amended and restated as follows:



 


(a)
Availability.


 


(i)
Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make a term loan to Borrower
on the effective date in an aggregate principal amount of up to Fifteen Million Dollars ($15,000,000.00) according to each Lender’s
Term Loan Commitment as set forth in Schedule 1.1 hereto (the “Term A Loan”). After repayment, the Term A Loan may
not be re-borrowed. The parties hereby acknowledge that the Term A Loan was funded in its entirety on the Effective Date.


 


(ii)
Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make a term loan to Borrower
during the Term B Draw Period in an aggregate principal amount of up to Twenty Million ($20,000,000.00) according to each Lender’s
Term B Loan Commitment as set forth in Schedule 1.1 hereto (the “Term B Loan”). After repayment, the Term B Loan may
not be re-borrowed.


 


(iii)
Subject to the Borrower having first achieved the Term B Milestone by the expiration of the Term B Draw Period and the other terms and
conditions of this Agreement, the Lenders agree, severally and not jointly, to make a term loan to Borrower during the Term C Draw Period
in an aggregate principal amount of up to Ten Million ($10,000,000.00) according to each Lender’s Term Loan Commitment as set forth
in Schedule 1.1 hereto (the “Term C Loan”). After repayment, the Term C Loan may not be re-borrowed.


 


(iv)
Subject to the Borrower having first achieved the Term B Milestone by the expiration of the Term B Draw Period and the other terms and
conditions of this Agreement, the Lenders agree, severally and not jointly, to make a term loan to Borrower during the Term D Draw Period
in an aggregate principal amount of up to Twenty Million ($20,000,000.00) according to each Lender’s Term Loan Commitment as set
forth in Schedule 1.1 hereto (the “Term D Loan”). After repayment, the Term D Loan may not be re-borrowed.


 


(v)
Subject to the Borrower having first achieved the Term B Milestone by the expiration of the Term B Draw Period and the other terms and
conditions of this Agreement, the Lenders agree, severally and not jointly, to make a term loan to Borrower during the Term E Draw Period
in an aggregate principal amount of up to Ten Million ($10,000,000.00) according to each Lender’s Term Loan Commitment as set forth
in Schedule 1.1 hereto (the “Term E Loan;” each Term A Loan, Term B Loan, Term C Loan, Term D Loan and Term E Loan
is referred to singly as a “Term Loan” and the Term A Loan, Term B Loan, Term C Loan, Term D Loan and Term E Loan
are referred to collectively as the “Term Loans”). After repayment, the Term E Loan may not be re-borrowed.


 






    	 



    	 



    

 


		3.	Section
                                            2.2(d) of the Loan Agreement is hereby amended and restated as follows:



 


(d)
Permitted Prepayment of Term Loan. After the date that is the first anniversary of the First Amendment Effective Date, the Borrower
shall have the option to prepay all, but not less than all, of the Term Loan advanced by the Lenders under this Agreement, provided Borrower
(i) provides written notice to Collateral Agent of its election to prepay the Term Loan at least seven (7) Business Days prior to such
prepayment, and (ii) pays to Collateral Agent for the benefit of each Lenders on the date of such prepayment, payable to each Lender
in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loan plus accrued
and unpaid interest thereon through the prepayment date, (B) the Final Fee, (C) the Prepayment Fee, plus (D) all other outstanding Obligations
that are due and payable, including, without limitation, Lenders’ Expenses and interest at the Default Rate with respect to any
past due amounts.


 


Notwithstanding
anything herein to the contrary, after the first anniversary of the First Amendment Effective Date, Borrower shall also have the option
to prepay part of Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral
Agent of its election to prepay the Term Loans at least seven (7) Business Days prior to such prepayment, (ii) prepays such part of the
Term Loans in a principal amount of Five Million Dollars ($5,000,000.00) or a whole multiple of One Million Dollars ($1,000,000.00) in
excess thereof, and (iii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective
Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid
interest thereon through the prepayment date, (B) the applicable Final Fee, and (C) all other Obligations that are then due and payable,
including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, and (D) the applicable Prepayment
Fee with respect to the portion of such Term Loans being prepaid. For the purposes of clarity, any partial prepayment shall be applied
pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization
payments under Section 2.2(b) on a pro-rata basis.


 


		4.	Section
                                            2.3(a) of the Loan Agreement is hereby amended and restated as follows:



 


(a)
Interest Rate. Subject to Section 2.3(b), the principal amount outstanding under the Term Loan shall accrue interest at a floating
per annum rate equal to the Basic Rate, determined by Collateral Agent on the Funding Date of the Term Loan and monthly thereafter, which
interest shall be payable monthly in arrears in accordance with Sections 2.2(b) and 2.3(e); provided that at the election of Borrower
(which shall be considered elected on the Funding Date of the applicable Term Loan) with no less than five (5) Business Days’ written
notice to Collateral Agent prior to the Funding Date, 4.95% of the Basic Rate may be payable in-kind by adding an amount equal to such
4.95% of the outstanding principal amount to the then outstanding principal balance on a monthly basis until the Amortization Date so
as to increase the outstanding principal balance of the Term Loan on each Payment Date and which amount shall be payable when the principal
amount of the applicable Term Loan is payable in accordance with Sections 2.2(b) and 2.3(e) and on which principal amount interest shall
be owed pursuant to Section 2.3(a).


Interest
shall accrue on each Term Loan commencing on, and including, the Funding Date of such Term Loan, and shall accrue on the principal amount
outstanding under such Term Loan through and including the day on which such Term Loan is paid in full.


 






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		5.	Section
                                            2.4(a) of the Loan Agreement is hereby amended and restated as follows:



 


(a)
Facility Fee. The Facility Fee, which shall be due on the Funding Date of the Term A Loan, to be shared among the Lenders in accordance
with their respective Pro Rate Shares;


 


		6.	Section
                                            2.4 of the Loan Agreement is hereby amended by adding the following subsections thereto:



 


(e)
Term C Loan Non-Utilization Fee. If the Term C Draw Period commences and Borrower (i) fails to draw the full amount of the Term
C Loan during the Term C Draw Period and (ii) fails to notify Collateral Agent, at any time before the date that is two (2) weeks after
the commencement of the Term C Draw Period, of Borrower’s intent not to draw the full amount of the Term C Loan, a non-utilization
fee of Three Hundred Thousand Dollars ($300,000.00), with respect to the Term C Loan shall become due and payable on the earliest of
(i) the termination of the Term C Draw Period, (ii) the Maturity Date, (iii) the acceleration of any Term Loan, or (iv) the prepayment
in whole of the Term Loan pursuant to Section 2.2(c) or (d);


 


(f)
Term D Loan Non-Utilization Fee. If the Term D Draw Period commences and Borrower (i) fails to draw the full amount of the Term
D Loan during the Term D Draw Period and (ii) fails to notify Collateral Agent, at any time before the date that is two (2) weeks after
the commencement of the Term D Draw Period, of Borrower’s intent not to draw the full amount of the Term D Loan, a non-utilization
fee of Six Hundred Thousand Dollars ($600,000.00), with respect to the Term D Loan shall become due and payable on the earliest of (i)
the termination of the Term D Draw Period, (ii) the Maturity Date, (iii) the acceleration of any Term Loan, or (iv) the prepayment in
whole of the Term Loan pursuant to Section 2.2(c) or (d); and


 


(g)
Term E Loan Non-Utilization Fee. If the Term E Draw Period commences and Borrower (i) fails to draw the full amount of the Term
E Loan during the Term E Draw Period and (ii) fails to notify Collateral Agent, at any time before the date that is two (2) weeks after
the commencement of the Term E Draw Period, of Borrower’s intent not to draw the full amount of the Term E Loan, a non-utilization
fee of Three Hundred Thousand Dollars ($300,000.00), with respect to the Term E Loan shall become due and payable on the earliest of
(i) the termination of the Term E Draw Period, (ii) the Maturity Date, (iii) the acceleration of any Term Loan, or (iv) the prepayment
in whole of the Term Loan pursuant to Section 2.2(c) or (d).


 


		7.	Section
                                            2.7 of the Loan Agreement is hereby amended and restated as follows:



 


2.7
Conversions to Equity. Lenders shall have the right at their election, but not the obligation, until the third anniversary of the
First Amendment Effective Date, to convert (i) up to twenty percent (20.00%) of the outstanding principal amount of the Term A Loan and
(ii) an additional seven percent (7.00%) of the amount by which the aggregate principal amount of any additional Term Loans (or portion
thereof) made hereunder if the outstanding principal amount of all the Term Loans made hereunder (inclusive of such additional Term Loans
(or portion thereof)) exceeds Thirty Five Million Dollars ($35,000,000.00) into shares of Common Stock of Borrower at a price per share
of Ten Dollars ($10.00), which price shall be subject to appropriate adjustment for any stock split, stock dividend, combination, or
other recapitalization or reclassification effected after the First Amendment Effective Date). Such shares shall be referred to herein
as “Borrower Equity.”


 


To
exercise their rights under this Section 2.7, the applicable Lender(s) shall notify Borrower in writing of the then outstanding principal
amount of the Term Loans that is to be converted into Borrower Equity. Borrower shall no later than seven (7) days after the receipt
of such notice issue the applicable number of shares of its Common Stock to the applicable Lender(s). Upon issuance of Borrower Equity
in accordance with the provisions of this Section 2.7, the principal amount of Term Loans so converted shall be deemed to have been prepaid
for the purposes of this Agreement, provided, however, no Prepayment Fee or Final Fee shall be due with respect to such deemed prepayment.
The applicable Lenders shall also in connection with the issuance of Borrower’s Equity securities pursuant to this Section 2.7,
enter into such agreements as reasonably requested by Borrower with customary terms and provisions for such transactions.


 






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		8.	Section
                                            3.2 of the Loan Agreement is hereby amended by deleting “and” at the end of subsection
                                            (g) thereof, replacing “.” at the end of subsection (h) thereof with “;”
                                            and adding the following subsections thereto:



 


(i)
if such Term Loan is the Term D Loan, the Term D Milestone must have been met and the pro forma aggregate funded principal amount of
the Term Loans (i.e., after giving effect to the funding of the Term D Loan) as a percentage of the volume weighted average market capitalization
of Borrower for the 10 trading days immediately preceding the Funding Date of Term D Loan is 35% or less; and


 


(j)
if such Term Loan is the Term E Loan, the Term E Milestone must have been met and the pro forma aggregate funded principal amount of
the Term Loans (i.e., after giving effect to the funding of the Term E Loan) as a percentage of the volume weighted average market capitalization
of Borrower for the 10 trading days immediately preceding the Funding Date of Term E Loan is 35% or less.





 


		9.	Section
                                            6.12 of the Loan Agreement is hereby amended and restated as follows:



 


6.12
Financial Covenant. Prior to the occurrence of the FDA Approval Event, during each fiscal quarter (or if applicable, part thereof)
Borrower shall maintain in Collateral Accounts subject to Control Agreements in favor of Collateral Agent aggregate unrestricted cash
balance of not less than the following aggregate amounts:


 


	 	Volume
    weighted average market capitalization of Borrower during the immediate preceding quarter ($ million)	 	Minimum
    aggregate unrestricted cash balance in Collateral Accounts 

    (subject
    to Control Agreements in favor of Collateral Agent) during the quarter:

     

	 	>$200	 	10%
    of the aggregate funded amount of Term Loans

     

	 	$150-$200	 	The
    greater of (i) $3.5 million or (ii) 10% of the aggregate funded amount of Term Loans

     

	 	$100-$150	 	The
    greater of (i) $5.0 million or (ii) 15% of the aggregate funded amount of Term Loans

     

	 	<$100	 	The
    greater of $7.5 million or (ii) 20% of the aggregate funded amount of Term Loans


 


Commencing
with the occurrence of the FDA Approval Event, as tested on the last day of each quarter, actual TTM Revenue for the 12-month period
then ended in an amount not less than fifty percent (50.00%) of the projections for the same 12-month period as then ended as set forth
in the Borrower’s financial projections for such period, which financial projections have been approved by Borrower’s Board
of Directors and are reasonably acceptable to Collateral Agent.


 


Notwithstanding
anything herein to the contrary, Borrower shall not be obligated to comply with the provisions of this Section 6.12 during any fiscal
quarter of Borrower if either (i) Borrower’s actual TTM Revenue for the 12-month period ended on the last day of the immediately
preceding quarter was at least Seventy Five Million Dollars ($75,000,000.00) or (ii) the Borrower has been cash flow positive for its
two most recently completed fiscal quarters.


 






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		10.	Section
                                            8.2(a) of the Loan Agreement is hereby amended and restated as follows:



 


(a)
Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Section 2.7, Sections 6.2 (Financial Statements, Reports,
Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Landlord
Waivers; Bailee Waivers), 6.10 (Creation/Acquisition of Subsidiaries), 6.12 (Financial Covenant) or 6.13 (Liquidity Covenant) or Borrower
violates any provision in Section 7; provided, however, in the event that the Borrower fails to comply with the requirements of the financial
covenant set forth in Section 6.12, Borrower may cure such breach by means of submitting a new financial plan to Collateral Agent under
which Borrower will break even on a cashflow basis prior to Maturity Date (which financial plan must include provisions for how Borrower
will secure funding to support such financial plan and which must be acceptable to Collateral Agent and approved by Borrower’s
Board of Directors) no later than thirty (30) days after the occurrence of the breach of the financial covenant and raising, no later
than thirty (30) days after the submission of such financial plan to Collateral Agent, such amount of capital from the sale and issuance
of its equity securities as required per the new financial plan; provided, that upon such cure the parties shall amend the covenant in
Section 6.12 in accordance with the new financial plan which amendment must be acceptable to Collateral Agent and shall, among other
things, require Borrower to achieve the revenue projections set forth in the new financial plan; or


 


		11.	Section
                                            13 of the Loan Agreement is hereby amended by adding the following definition thereto in
                                            alphabetical order:



 


“First
Amendment Effective Date” is August 9, 2022.


 


“PIPE
Financing” is the sale and issuance of its equity securities in a private placement transaction on or after May 1, 2022, which
sale was announced by Borrower on May 16, 2022, of at least One Hundred Million Dollar ($100,000,000.00) and the receipt by Borrower
of the net proceeds thereof.


 


“Term
D Draw Period” is the period commencing on August 1, 2024 and ending on the earlier of (i) November 1, 2024 and (ii) the occurrence
of an Event of Default (unless such Event of Default is waived by Collateral Agent and Lenders for the purposes of the continuation of
the Term D Draw Period).


 


“Term
D Milestone” is the achievement by Borrower of (i) either (a) Study 1 Arm A (for Borrower’s product candidate Gedatolisib
in combination with Palbociclib and Fulvestrant) reports a statistically significant improvement in progression-free survival relative
to Study 1 Arm C (for Fulvestrant) or (b) Study 1 Arm B (for Borrower’s product candidate Gedatolisib in combination Fulvestrant)
reports a statistically significant improvement in progression-free survival relative to Study 1 Arm C (for Fulvestrant); (ii) Borrower’s
compliance with its obligations under Section 6.12 (without taking into account any cure or remedy for a breach of such obligations)
at all times through quarter ending immediately prior to the Funding Date of the Term D Loan.


 


“Term
E Draw Period” is the period commencing on November 1, 2024 and ending on the earlier of (i) February 28, 2025 and (ii) the
occurrence of an Event of Default (unless such Event of Default is waived by Collateral Agent and Lenders for the purposes of the continuation
of the Term E Draw Period).


 


“Term
E Milestone” is the achievement by Borrower of (i) having submitted an NDA application to the FDA for Borrower’s product
candidate Gedatolisib and (ii) Borrower’s compliance with its obligations under Section 6.12 (without taking into account any cure
or remedy for a breach of such obligations) at all times through quarter ending immediately prior to the Funding Date of the Term E Loan.


 


		12.	Section
                                            13 of the Loan Agreement is hereby further amended by amending and restating the following
                                            definition therein as follows:



 


“Amortization
Date” is (i) May 1, 2025, if the I/O Extension Event does not occur and (ii) May 1, 2026, if the I/O Extension Event occurs.


 


“Basic
Rate” is with respect to each Term Loan, the floating per annum rate of interest (based on a year of three hundred sixty five
(365) days) equal to the sum of (a) greater of (i) Prime Rate, subject to Section 2.3(f), or (ii) Three and Twenty-Five Hundredths percent
(3.25%) plus (b) Five and Seven Tenths percent (5.70%).


 


“Facility
Fee” is a fee due on the Funding Date of the Term A Loan, equal to 1.00% of the amount of the Term A Loan, payable to the Lenders
in accordance with their Pro Rate Shares of the Term A Loan.


 






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“Final
Fee” is a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest
or any other fee payable hereunder) due on the earliest to occur of (a) the Maturity Date, (b) the acceleration of any Term Loan, or
(c) the prepayment of the Term Loan pursuant to Section 2.2(c) or (d), in each case equal to Four and one-half percent (4.50%) (if such
payment becomes due prior to the third anniversary of the First Amendment Effective Date )multiplied by the aggregate amount of the Term
Loans funded and not converted to Borrower Equity pursuant to Section 2.7, payable to Lenders in accordance with their respective Pro
Rata Shares. For the avoidance of doubt, the calculation of any Final Fee payment shall not include the principal amount prepaid in accordance
with the second paragraph of Section 2.2(d) if a Final Fee payment based on such principal amount was made at the time of such prepayment.
Notwithstanding anything herein to the contrary, if none of the following occur by the date that is the third anniversary of the First
Amendment Effective Date, no Final Fee shall be due and payable: (a) the Maturity Date, (b) the acceleration of any Term Loan, or (c)
the prepayment of the Term Loan pursuant to Section 2.2(c).


 


“I/O
Extension Event” is the achievement by Borrower of the Term D Milestone.


 


“Maturity
Date” is April 8, 2027.


 


“Prepayment
Fee” is, with respect to any Term Loan subject to prepayment prior to the Maturity Date, whether by mandatory or voluntary
prepayment, acceleration or otherwise, an additional fee payable to the Lenders in amount equal to:


 


(i)
for a prepayment made after the date which is the first anniversary of the First Amendment Effective Date through and including the date
which is the third anniversary of the First Amendment Effective Date, one percent (1.00%) of the principal amount (including any applicable
payable in-kind amount) of the Term Loan prepaid;


 


(ii)
for a prepayment made after the date which is the third anniversary of the First Amendment Effective Date and prior to the Maturity Date,
zero percent (0.00%) of the principal amount (including any applicable payable in-kind amount) of the Term Loan prepaid; and


 


(iii)
for a mandatory prepayment made on or after the First Amendment Effective Date and through and included the date that is the first anniversary
of the First Amendment Effective Date, three percent (3.00%) of the principal amount (including any applicable payable in-kind amount)
of the Term Loan prepaid.


 


“Term
B Draw Period” is the period commencing on the First Amendment Effective Date and ending on the earlier of (i) December 31,
2022 or (ii) the occurrence of an Event of Default (unless such Event of Default is waived by Collateral Agent and Lenders for the purposes
of the continuation of the Term B Draw Period).


 


“Term
B Milestone” is (i) the consummation of the PIPE Financing by Borrower and (ii) Borrower’s compliance with its obligations
under Section 6.12 (without taking into account any cure or remedy for a breach of such obligations) at all times through quarter ending
immediately prior to the Funding Date of the Term B Loan.


 


“Term
C Draw Period” is the period commencing on September 1, 2023 and ending on the earlier of (i) April 1, 2024 or (ii) the occurrence
of an Event of Default (unless such Event of Default is waived by Collateral Agent and Lender for the purposes of the Term C Draw Period).


 


“Term
C Milestone” is the achievement of Borrower of (i) at least fifty percent (50%) of the targeted enrollment for the wild-type
Study 1 Arm A and the Study 1 Arm C in the VIKTORIA-1 clinical trial for Borrower’s product candidate Gedatolisib, (ii) the pro
forma aggregate funded principal amount of the Term Loans (i.e., after giving effect to the funding of the Term C Loan) as a percentage
of the volume weighted average market capitalization of Borrower for the 10 trading days immediately preceding the Funding Date of the
Term C Loan is 25% or less and (iii) compliance with its obligations under Section 6.12 (without taking into account any cure or remedy
for a breach of such obligations) at all times through quarter ending immediately prior to the Funding Date of the Term C Loan.


 


		13.	Schedule
                                            1.1 of the Loan Agreement is hereby amended and restated as follows:



 






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SCHEDULE
1.1


 

Lenders and Commitments


 


	 	 	Term
    A Loan	 	 	 	 
	Lender	 	Term
    Loan A Commitment	 	 	Commitment
    Percentage	 
	INNOVATUS
    LIFE SCIENCES LENDING FUND I, LP	 	$	15,000,000	 	 	 	100.00	%
	TOTAL	 	$	15,000,000	 	 	 	100.00	%



 


	 	 	Term
    B Loan	 	 	 	 
	Lender	 	Term
    Loan B Commitment	 	 	Commitment
    Percentage	 
	INNOVATUS
    LIFE SCIENCES LENDING FUND I, LP	 	$	20,000,000	 	 	 	100.00	%
	TOTAL	 	$	20,000,000	 	 	 	100.00	%



 


	 	 	Term
    C Loan	 	 	 	 
	Lender	 	Term
    Loan C Commitment	 	 	Commitment
    Percentage	 
	INNOVATUS
    LIFE SCIENCES LENDING FUND I, LP	 	$	10,000,000	 	 	 	100.00	%
	TOTAL	 	$	10,000,000	 	 	 	100.00	%
	 	 	 	 	 	 	 	 	 



 


	 	 	Term
    D Loan	 	 	 	 
	Lender	 	Term
    Loan D Commitment	 	 	Commitment
    Percentage	 
	INNOVATUS
    LIFE SCIENCES LENDING FUND I, LP	 	$	20,000,000	 	 	 	100.00	%
	TOTAL	 	$	20,000,000	 	 	 	100.00	%



 


	 	 	Term
    E Loan	 	 	 	 
	Lender	 	Term
    Loan E Commitment	 	 	Commitment
    Percentage	 
	INNOVATUS
    LIFE SCIENCES LENDING FUND I, LP	 	$	10,000,000	 	 	 	100.00	%
	TOTAL	 	$	10,000,000	 	 	 	100.00	%



 


		14.	Limitation
                                            of Amendment.



 


		a.	The
                                            amendments, consents and waiver set forth above are effective for the purposes set forth
                                            herein and shall be limited precisely as written and shall not be deemed to (a) be a consent
                                            to any amendment, waiver or modification of any other term or condition of any Loan Document,
                                            or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower may
                                            now have or may have in the future under or in connection with any Loan Document, as amended
                                            hereby.



 


		b.	This
                                            Amendment shall be construed in connection with and as part of the Loan Documents and all
                                            terms, conditions, representations, warranties, covenants and agreements set forth in the
                                            Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect.



 






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		15.	To
                                            induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents
                                            and warrants to Collateral Agent and Lenders as follows:



 


		a.	Immediately
                                            after giving effect to this Amendment (a) the representations and warranties contained in
                                            the Loan Documents are true, accurate and complete in all material respects as of the date
                                            hereof (except to the extent such representations and warranties relate to an earlier date,
                                            in which case they are true and correct as of such date), and (b) no Event of Default (other
                                            than the Existing Defaults) has occurred and is continuing;



 


		b.	Borrower
                                            has the power and due authority to execute and deliver this Amendment and to perform its
                                            obligations under the Loan Agreement, as amended by this Amendment;



 


		c.	The
                                            organizational documents of Borrower delivered to Collateral Agent on the Effective Date,
                                            and updated pursuant to subsequent deliveries by or on behalf of the Borrower to the Collateral
                                            Agent, remain true, accurate and complete and have not been amended, supplemented or restated
                                            and are and continue to be in full force and effect;



 


		d.	The
                                            execution and delivery by Borrower of this Amendment and the performance by Borrower of its
                                            obligations under the Loan Agreement, as amended by this Amendment, do not contravene (i)
                                            any material law or regulation binding on or affecting Borrower, (ii) any material contractual
                                            restriction with a Person binding on Borrower, (iii) any material order, judgment or decree
                                            of any court or other governmental or public body or authority, or subdivision thereof, binding
                                            on Borrower, or (iv) the organizational documents of Borrower;



 


		e.	The
                                            execution and delivery by Borrower of this Amendment and the performance by Borrower of its
                                            obligations under the Loan Agreement, as amended by this Amendment, do not require any order,
                                            consent, approval, license, authorization or validation of, or filing, recording or registration
                                            with, or exemption by any governmental or public body or authority, or subdivision thereof,
                                            binding on Borrower, except as already has been obtained or made; and



 


		f.	This
                                            Amendment has been duly executed and delivered by Borrower and is the binding obligation
                                            of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability
                                            may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other
                                            similar laws of general application and equitable principles relating to or affecting creditors’
                                            rights.



 


		16.	Except
                                            as expressly set forth herein, the Loan Agreement shall continue in full force and effect
                                            without alteration or amendment. This Amendment and the Loan Documents represent the entire
                                            agreement about this subject matter and supersede prior negotiations or agreements.



 


		17.	The
                                            Borrower hereby remises, releases, acquits, satisfies and forever discharges the Lenders
                                            and Collateral Agent, their agents, employees, officers, directors, predecessors, attorneys
                                            and all others acting or purporting to act on behalf of or at the direction of the Lenders
                                            and Collateral Agent (“Releasees”), of and from any and all manner of
                                            actions, causes of action, suit, debts, accounts, covenants, contracts, controversies, agreements,
                                            variances, damages, judgments, claims and demands whatsoever, in law or in equity, which
                                            any of such parties ever had, now has or, to the extent arising from or in connection with
                                            any act, omission or state of facts taken or existing on or prior to the date hereof, may
                                            have after the date hereof against the Releasees, for, upon or by reason of any matter, cause
                                            or thing whatsoever relating to or arising out of the Loan Agreement or the other Loan Documents
                                            on or prior to the date hereof through the date hereof. Without limiting the generality of
                                            the foregoing, the Borrower waives and affirmatively agrees not to allege or otherwise pursue
                                            any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other
                                            rights they do, shall or may have as of the date hereof, including the rights to contest:
                                            (a) the right of Collateral Agent and each Lender to exercise its rights and remedies described
                                            in the Loan Documents; (b) any provision of this Amendment or the Loan Documents; or (c)
                                            any conduct of the Lenders or other Releasees relating to or arising out of the Loan Agreement
                                            or the other Loan Documents on or prior to the date hereof.



 


		18.	This
                                            Amendment shall be deemed effective as of the date first set forth above upon the due execution
                                            and delivery to Collateral Agent of this Amendment by each party hereto.



 


		19.	This
                                            Amendment may be executed in any number of counterparts, each of which shall be deemed an
                                            original, and all of which, taken together, shall constitute one and the same instrument.



 


		20.	This
                                            Amendment and the rights and obligations of the parties hereto shall be governed by and construed
                                            in accordance with the laws of the State of New York.



 


[Balance
of Page Intentionally Left Blank]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to Loan and Security Agreement to be executed as of the date
first set forth above.


 


	BORROWER:	 
	 	 
	CELCUITY,
    INC.	 
	 	 
	By	/s/
    Brian F. Sullivan	 
	Name: 	Brian
    F. Sullivan	 
	Title:	Chief
    Executive Officer	 




 


COLLATERAL
AGENT AND LENDER:


 


INNOVATUS
LIFE SCIENCES LENDING FUND I, LP


 


By:
Innovatus Life Sciences GP, LP


Its:
General Partner


 


	By	/s/
    Andrew Dym	 
	Name: 	Andrew
    Dym	 
	Title:	Authorized
    Signatory	 




 






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