Exhibit 10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2022 by and among Celcuity
Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Securities Purchase
Agreement, dated as of the date hereof, by and among the Company and the Investors identified on Exhibit A attached thereto (the
“Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase
Agreement unless otherwise defined herein.


 


The
parties hereby agree as follows:


 


1.
Certain Definitions. As used in this Agreement,
the following terms shall have the following meanings:


 


“Authorized
Share Approval” means receipt of the stockholder approval required to effect the Authorized Share Increase and the filing of
an amendment to the Company’s certificate of incorporation for the Authorized Share Increase.


 


“Authorized
Share Increase” means an increase in the aggregate number of shares of capital stock and the number of shares of Common Stock
the Company has authority to issue to allow for issuance of the Common Warrant Shares (assuming the Warrants are exercisable for Common
Stock and are exercisable in full without regard to any exercise limitations therein) and/or Conversion Shares (assuming the shares of
Preferred Stock are convertible in full without regard to any conversion limitations in the Certificate of Designations).


 


“Closing
Date” means the last “Closing Date,” as defined in the Purchase Agreement, with respect to the purchase and sale
of all Securities set forth on Exhibit A to the Purchase Agreement.


 


“Common
Shares” means the shares of Common Stock purchased by the Investors pursuant to the Purchase Agreement.


 


“Common
Stock” means the Company’s Common Stock, par value $0.001 per share.


 


“Common
Warrant Shares” means shares of Common Stock issuable upon exercise of the Warrants, if the Warrants are exercisable for Common
Stock.


 


“Conversion
Shares” means shares of Common Stock issuable upon conversion of Preferred Shares or Preferred Warrant Shares, in accordance
with the terms set forth in the Certificate of Designations.


 


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


 


“Investors”
means the Investors identified in the Purchase Agreement and any Affiliate or permitted transferee of any such Investor who is a subsequent
Holder of Registrable Securities.


 


“Preferred
Shares” means the shares of Preferred Stock purchased by the Investors pursuant to the Purchase Agreement.


 


“Preferred
Stock” means the Series A Convertible Preferred Stock, par value $0.001 per share, of the Company, having the rights, preferences
and privileges specified in the Certificate of Designations, which will be convertible into Conversion Shares in accordance with the
terms set forth in the Certificate of Designations.


 




    	 



     


    

 


“Preferred
Warrant Shares” means shares of Preferred Stock issuable upon exercise of the Warrants, if the Warrants are exercisable for
Preferred Stock.


 


“Prospectus”
means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect
to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments
and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus,
and (ii) any “free writing prospectus” as defined in Rule 405 under the 1933 Act.


 


“Register,”
“registered” and “registration” refer to a registration made by preparing and filing a Registration
Statement or similar document in compliance with the 1933 Act, and the declaration or ordering of effectiveness of such Registration
Statement or document.


 


“Registrable
Securities” means (i) the Common Shares, (ii) the Conversion Shares then issued or issuable upon conversion of the Preferred
Shares or the Preferred Warrant Shares (assuming on such date the shares of Preferred Stock are convertible in full without regard to
any conversion limitations in the Certificate of Designations and assuming receipt of the Authorized Share Approval and authorization
of such Common Stock to be issued in full), (iii) the Common Warrant Shares then issued or issuable upon exercise of the Warrants (assuming
the Warrants are exercisable for Common Stock and are exercisable in full without regard to any exercise limitations therein and assuming
receipt of the Authorized Share Approval and authorization of such Common Stock to be issued in full), and (iv) any other shares of Common
Stock issued as a dividend or other distribution with respect to, in exchange for or in replacement of the Common Shares, the Preferred
Shares, the Warrant Shares or the Conversion Shares, in each case issued and sold pursuant to the Purchase Agreement; provided, however,
that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the
effectiveness of any, or file another, Registration Statement hereunder with respect thereto) upon the first to occur of (A) a Registration
Statement with respect to the sale of such Registrable Securities being declared effective by the SEC under the 1933 Act and such Registrable
Securities having been disposed of by the Holder thereof in accordance with such effective Registration Statement, (B) such Registrable
Securities having been sold in accordance with Rule 144 (or another exemption from the registration requirements of the 1933 Act), (C)
such Registrable Securities becoming eligible for resale without volume or manner-of-sale restrictions and without current public information
requirements pursuant to Rule 144 as set forth in a written opinion letter of Company Counsel to such effect, addressed, delivered and
acceptable to the Transfer Agent and the affected Holders and (D) the second anniversary of the Closing Date. For the avoidance of doubt,
any provision herein requiring the calculation of the number of Registrable Securities as of any date, or the computation of a percentage
of Registrable Securities, shall be deemed to refer to the number of shares of Common Stock constituting Registrable Securities as of
such date, assuming the shares of Preferred Stock are convertible in full without regard to any conversion limitations in the Certificate
of Designations, and the Warrants are exercisable for Common Stock and are exercisable in full without regard to any exercise limitations
therein, in each case, assuming receipt of the Authorized Share Approval and authorization of such Common Stock to be issued in full.


 


“Registration
Statement” means any registration statement of the Company under the 1933 Act that covers the resale of any of the Registrable
Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective
amendments, all exhibits and all material incorporated by reference in such Registration Statement.


 




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“Required
Investors” means the Investors holding a majority of the Registrable Securities outstanding from time to time.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance of the SEC staff, or any comments, requirements or requests
of the SEC staff and (ii) the 1933 Act.


 


“Securities”
means, collectively, the Common Shares, the Preferred Shares and the Warrants.


 


“Selling
Stockholder Questionnaire” means the Selling Stockholder Notice and Questionnaire, in the form attached as Appendix II to the
Purchase Agreement (or similar form reasonably satisfactory to the Company and sufficient in substance for the Company to obtain the
information necessary to effect the transactions contemplated by the Transaction Documents).


 


“Transaction
Documents” means this Agreement and the Purchase Agreement.


 


“Warrants”
has the meaning ascribed to it in the Purchase Agreement.


 


“Warrant
Shares” means Common Warrant Shares, Preferred Warrant Shares or Conversion Shares, as applicable.


 


2.
Registration.


 


(a)
Registration Statements.


 


(i)
Promptly following the Closing Date but no later than thirty (30) calendar days after the later of (A) the Closing Date and (B) the Authorized
Share Approval (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement
covering the resale of all of the Registrable Securities which, for the avoidance of doubt, may also register the sale or issuance of
primary securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution, substantially in
the form and substance attached hereto as Annex A. Such Registration Statement also shall cover, to the extent allowable under
the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock
resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement
(and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance
with Section 3(c) to the Investors prior to its filing or other submission. If a Registration Statement covering the Registrable Securities
is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated
damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor
for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed
with respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events,
but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash no later
than five (5) Business Days after the end of each such 30-day period (the “Payment Date”). Interest shall accrue at
the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid
in full. Notwithstanding the foregoing, the Company will not be liable for any liquidated damages under this Section 2(a)(i) with respect
to any Warrant Shares prior to the issuance thereof.


 




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(ii)
The Company shall take reasonable efforts to register the Registrable Securities on Form S-3 if such form is available for use by the
Company, provided that if at such time the Registration Statement is on Form S-1, the Company shall maintain the effectiveness of the
Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has
been declared effective by the SEC.


 


(b)
Expenses. The Company will pay all expenses associated with each Registration Statement, including filing and printing fees, the
Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable
state securities laws and listing fees, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers
or similar securities industry professionals with respect to the Registrable Securities being sold. Except as provided in Section 6 hereof,
the Company shall not be responsible for legal fees incurred by Holders of Registrable Securities in connection with the performance
of its rights and obligations under the Transaction Documents.


 


(c)
Effectiveness.


 


(i)
The Company shall use commercially reasonable efforts to have the Registration Statements declared effective as soon as reasonably practicable
after the filing thereof. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event,
within forty-eight (48) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors
with access to a copy of any related Prospectus to be used in connection with the sale or other disposition of the securities covered
thereby. Subject to Section 2(d), if (A) a Registration Statement covering the Registrable Securities is not declared effective by the
SEC prior to the earlier of (i) ten Business Days after the SEC informs the Company that no review of such Registration Statement will
be made or that the SEC has no further comments on such Registration Statement and (ii) the 60th day after the Closing Date (or the 90th
day if the SEC reviews such Registration Statement) (the “Effectiveness Deadline”), or (B) after a Registration Statement
has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without
limitation by reason of a stop order, or the Company’s failure to update such Registration Statement), but excluding any Allowed
Delay (as defined below) or, if the Registration Statement is on Form S-1, for a period of twenty (20) days following the date on which
the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K (a “Maintenance Failure”),
then the Company will make pro rata payments to each Investor then holding Registrable Securities, as liquidated damages and not as a
penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor for such Registrable
Securities then held by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration
Statement should have been effective (the “Blackout Period”). Such payments shall constitute the Investors’
exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The amounts payable
as liquidated damages pursuant to this paragraph shall be paid in cash no later than five (5) Business Days after each such 30-day period
following the commencement of the Blackout Period until the termination of the Blackout Period (the “Blackout Period Payment
Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by
the Blackout Payment Date until such amount is paid in full. Notwithstanding the foregoing, the Company will not be liable for any liquidated
damages under this Section 2(c)(i) with respect to any Warrant Shares prior to the issuance thereof.


 




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(ii)
Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to file a Registration Statement (or
any amendment thereto) or, if a Registration Statement has been filed but not declared effective by the SEC, request effectiveness of
such Registration Statement, for a period of up to forty-five (45) days, if (A) the Company determines in good faith that a postponement
is in the best interest of the Company and its stockholders generally due to a pending transaction involving the Company (including a
pending securities offering by the Company, or any proposed financing, acquisition, merger, tender offer, business combination, corporate
reorganization, consolidation or other significant transaction involving the Company), (B) the Company determines such registration would
render the Company unable to comply with applicable securities laws, (C) the Company determines such registration would require disclosure
of material information that the Company has a bona fide business purpose for preserving as confidential, or (D) audited financial statements
as of a date other than the fiscal year end of the Company would be required to be prepared; and (ii) the Company may, upon written notice
to any Holder of Registrable Securities included in a Registration Statement, suspend the use of any Registration Statement, including
any Prospectus that forms a part of a Registration Statement, if the Company (X) determines that it would be required to make disclosure
of material information in the Registration Statement that the Company has a bona fide business purpose for preserving as confidential,
(Y) the Company determines it must amend or supplement the Registration Statement or the related Prospectus so that such Registration
Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were
made, not misleading or (Z) the Company has experienced or is experiencing some other material non-public event, including a pending
transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect
the Company; provided, however, in no event shall Holders of Registrable Securities be suspended from selling Registrable Securities
pursuant to the Registration Statement for a period that exceeds 30 consecutive Trading Days or 60 total Trading Days in any 180-day
period (any such suspension contemplated by this Section 2(c)(ii), an “Allowed Delay”). Upon disclosure of such information
or the termination of the condition described above, the Company shall provide prompt notice to Holders whose Registrable Securities
are included in the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take
such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby.


 


(d)
Rule 415; Cutback. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in
a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933
Act (provided, however, the Company shall be obligated to use commercially reasonable efforts to advocate with the SEC for the registration
of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation
612.09) or requires any Investor to be named as an “underwriter,” the Company shall (i) promptly notify each Holder of Registrable
Securities thereof and (ii) make commercially reasonable efforts to persuade the SEC that the offering contemplated by such Registration
Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that
none of the Investors is an “underwriter.” The Investors shall have the right to select one legal counsel designated by the
Required Investors, at such Investors’ expense, to review and oversee any registration or matters pursuant to this Section 2(d),
including participation in any meetings or discussions with the SEC regarding the SEC’s position and to comment on any written
submission made to the SEC with respect thereto. No such written submission with respect to this matter shall be made to the SEC to which
the Investors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance
with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from such Registration Statement
such portion of the Registrable Securities (the “Cut Back Shares”) as provided below and/or (ii) agree to such restrictions
and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance
with the requirements of Rule 415 (collectively, the “SEC Restrictions”). Unless otherwise directed in writing by
a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will
be reduced as follows (unless the SEC Restrictions otherwise require or provide or the Holders otherwise agree):


 




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	 	a.	First,
    the Company shall reduce or eliminate any securities to be included other than Registrable Securities;
	 	 	 
	 	b.	Second,
    the Company shall reduce Registrable Securities represented by Conversion Shares then issued or issuable upon conversion of the Preferred
    Shares or the Preferred Warrant Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro
    rata basis based on the total number of unregistered Conversion Shares held by such Holders); and
	 	 	 
	 	c.	Third,
    the Company shall reduce Registrable Securities represented by Common Shares (applied, in the case that some Common Shares may be
    registered, to the Holders on a pro rata basis based on the total number of unregistered Common Shares held by such Holders).


 


No
liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is able to effect the registration of such Cut
Back Shares in accordance with any SEC Restrictions applicable to such Cut Back Shares (such date, the “Restriction Termination
Date”). In furtherance of the foregoing, each Investor shall provide the Company with prompt written notice of its sale of
substantially all of the Registrable Securities under such Registration Statement such that the Company will be able to file one or more
additional Registration Statements covering the Cut Back Shares. From and after the Restriction Termination Date applicable to any Cut
Back Shares, all of the provisions of this Section 2 (including the Company’s obligations with respect to the filing of a Registration
Statement and its obligations to use reasonable efforts to have such Registration Statement declared effective within the time periods
set forth herein and the liquidated damages provisions relating thereto) shall again be applicable to such Cut Back Shares; provided,
however, that (i) the Filing Deadline for such Registration Statement including such Cut Back Shares shall be ten (10) Business Days
after such Restriction Termination Date, and (ii) the date by which the Company is required to obtain effectiveness with respect to such
Cut Back Shares shall be the 60th day immediately after the Restriction Termination Date (or the 90th day if the SEC reviews such Registration
Statement).


 


(e)
Other Limitations. Notwithstanding any other provision herein or in the Purchase Agreement, (i) the Filing Deadline and each Effectiveness
Deadline for a Registration Statement shall be extended and any Maintenance Failure shall be automatically waived by no action of the
Investors, in each case, without default by or liquidated damages payable by the Company to an Investor hereunder in the event that the
Company’s failure to make such filing or obtain such effectiveness or a Maintenance Failure results from the failure of such Investor
to timely provide the Company with information requested by the Company and necessary to complete a Registration Statement in accordance
with the requirements of the 1933 Act (in which case any such deadline would be extended, and a Maintenance Failure waived, with respect
to all Registrable Securities until such time as the Investor provides such requested information), it being understood that the failure
of such Investor to timely provide such information to the Company shall not affect the rights of other Investors herein, and (ii) in
no event shall the aggregate amount of liquidated damages (or interest thereon) paid under this Agreement to any Investor exceed, in
the aggregate, 5% of the aggregate purchase price of the Securities purchased by such Investor under the Purchase Agreement or pursuant
to the exercise of the Warrants.


 




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3.
Company Obligations. The Company will use commercially
reasonable efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto
the Company will, as expeditiously as possible:


 


(a)
use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective until
such time as there are no longer Registrable Securities held by the Investors (the “Effectiveness Period”) and advise
the Investors promptly in writing when the Effectiveness Period has expired;


 


(b)
prepare and file with the SEC such amendments and post-effective amendments to such Registration Statement and the related Prospectus
as may be necessary to keep such Registration Statement effective for the Effectiveness Period and to comply with the provisions of the
1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby;


 


(c)
provide via email to the Investors who have supplied the Company with email addresses each Registration Statement and all amendments
and supplements thereto not less than three (3) Trading Days prior to their filing with the SEC and reflect in each such document when
so filed with the SEC such comments regarding the Investors and the plan of distribution as the Investors may reasonably and promptly
propose no later than two (2) Trading Days after the Investors have been so furnished with copies of such documents as aforesaid;


 


(d)
furnish to each Investor whose Registrable Securities are included in any Registration Statement (i) promptly after the same is prepared
and filed with the SEC, if requested by such Investor, one (1) copy of any Registration Statement and any amendment thereto, each preliminary
prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC
or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration
Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment),
and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such
other documents as each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by
such Investor (it being understood and agreed that such documents, or access thereto, may be provided electronically);


 


(e)
use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such
order is issued, obtain the withdrawal of any such order at the earliest possible moment;


 


(f)
prior to any public offering of Registrable Securities, use reasonable best efforts to assist or cooperate with the Investors and their
counsel in connection with their registration or qualification of such Registrable Securities for the offer and sale under the securities
or blue sky laws of such jurisdictions reasonably requested by the Investors; provided, however, that the Company shall not be required
in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required
to qualify but for this Section 3(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so
subject but for this Section 3(f), or (iii) file a general consent to service of process in any such jurisdiction;


 


(g)
use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on The Nasdaq
Capital Market (or the primary securities exchange, interdealer quotation system or other market on which the Common Stock is then listed);


 


(h)
promptly notify the Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of
any event as a result of which, the Prospectus contains an untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and as promptly
as reasonably practicable, prepare, file with the SEC and furnish to such Holder a supplement to or an amendment of such Prospectus as
may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;


 




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(i)
comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule
172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under
the 1933 Act, promptly inform the Investors in writing if, at any time during the Effectiveness Period, the Company does not satisfy
the conditions specified in Rule 172 and, as a result thereof, the Investors are required to deliver a Prospectus in connection with
any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of
the Registrable Securities hereunder; and


 


(j)
with a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of
the SEC that may at any time permit the Investors to sell shares of Common Stock to the public without registration, the Company covenants
and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier
of (A) six months after such date as all of the Registrable Securities may be sold without restriction by the Holders thereof pursuant
to Rule 144 or any other rule of similar effect or (B) such date as there are no longer Registrable Securities; (ii) file with the SEC
in a timely manner all reports and other documents required of the Company under the 1934 Act; and (iii) furnish electronically to each
Investor upon request, as long as such Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied
with the reporting requirements of the 1934 Act, (B) a copy of or electronic access to the Company’s most recent Annual Report
on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Investor
of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.


 


4.
Due Diligence Review; Information. If any Investor
is required under applicable securities laws to be described in a Registration Statement as an “underwriter,” the Company
shall, upon reasonable prior notice, make available, during normal business hours, for inspection and review by the Investors, advisors
to and representatives of the Investors (who may or may not be affiliated with the Investors and who are reasonably acceptable to the
Company) (collectively, the “Inspectors”), all pertinent financial and other records, and all other corporate documents
and properties of the Company (collectively, the “Records”) as may be reasonably necessary for the purpose of such
review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information
reasonably requested by the Inspectors (including, without limitation, in response to all questions and other inquiries reasonably made
or submitted by any of them), prior to and from time to time after the filing and effectiveness of such Registration Statement for the
sole purpose of enabling such Investor and its accountants and attorneys to conduct such due diligence solely for the purpose of establishing
a due diligence defense to underwriter liability under the 1933 Act; provided, however, that each Inspector shall agree to hold in strict
confidence and shall not make any disclosure (except to such Investor) or use of any Record or other information which the Company determines
in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records
is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the 1933 Act,
(b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent
jurisdiction, or (c) the information in such Records has been made generally available to the public other than by disclosure in violation
of this Agreement or the Purchase Agreement. Each Investor agrees that it shall, upon learning that disclosure of such Records is sought
in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the
Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed
confidential. Nothing herein (or in any other confidentiality agreement between the Company and any Investor) shall be deemed to limit
the Investors’ ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.


 




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Notwithstanding
the foregoing, the Company shall not disclose material nonpublic information to the Investors, or to advisors to or representatives of
the Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information
and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic
information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with
the Company with respect thereto.


 


5.
Obligations of the Investors.


 


(a)
Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally
furnish in writing to the Company such other information regarding itself, the Registrable Securities held by it and the intended method
of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable
Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least seven
(7) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of
the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities
included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information
to the Company no later than five (5) Business Days following receipt of a Registration Information Notice if such Investor elects to
have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that it shall be a condition
precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities
of a particular Investor that (i) such Investor furnish to the Company such information regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect
the effectiveness of the registration of such Registrable Securities, and (ii) such Investor execute such documents in connection with
such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder
to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement.


 


(b)
Each Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company
in connection with the preparation and filing of a Registration Statement hereunder, unless such Investor has notified the Company in
writing of its election to exclude all of its Registrable Securities from such Registration Statement.


 


(c)
Each Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to
Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Investor will immediately discontinue disposition
of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities, until the Investor is advised
by the Company that such dispositions may again be made.


 


(d)
Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it
or an exemption therefrom in connection with sales of Registrable Securities pursuant to any Registration Statement.


 




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6.
Indemnification.


 


(a)
Indemnification by the Company. The Company will indemnify and hold harmless each Investor and its officers, directors, members,
managers, partners, trustees, employees and agents and other representatives, successors and assigns, and each other Person, if any,
who controls such Investor (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers, directors,
partners, members, managers, trustees and employees of each such controlling Person, against any losses, claims, damages or liabilities,
joint or several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement or omission or alleged
omission of any material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus, or any amendment
or supplement thereof; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss,
claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged
omission so made in conformity with information furnished by such Investor or any such controlling person in writing specifically for
use in such Registration Statement or Prospectus, (ii) the use by an Investor of an outdated or defective Prospectus after the Company
has notified such Investor in writing that such Prospectus is outdated or defective or (iii) an Investor’s failure to send or give
a copy of the Prospectus or supplement (as then amended or supplemented), if required (and not exempted) to the Persons asserting an
untrue statement or omission or alleged untrue statement or omission at or prior to the written confirmation of the sale of Registrable
Securities.


 


(b)
Indemnification by the Investors. Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest
extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within
the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting
from any untrue statement of a material fact or any omission of a material fact required to be stated in any Registration Statement or
Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to
the extent, but only to the extent, that such untrue statement or omission is contained in any information regarding such Investor and
furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment
or supplement thereto. In no event shall the liability of an Investor be greater than the dollar amount of the proceeds received by such
Investor upon the sale of the Registrable Securities included in such Registration Statement giving rise to such indemnification obligation.


 


(c)
Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying
party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such
claim with counsel reasonably satisfactory to the indemnified party; provided, that any person entitled to indemnification hereunder
shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel
shall be at the expense of such person unless (A) the indemnifying party has agreed to pay such fees or expenses, (B) the indemnifying
party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (C) in the reasonable
judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying
party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to
employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense
of such claim on behalf of such person); and provided, further that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially
adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party
shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm
of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party,
which shall not be unreasonably withheld or conditioned, consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect of such claim or litigation.


 




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(d)
Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an
indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute
to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable
considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled
to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a Holder
of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection
with any claim relating to this Section 6 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.


 


7.
Miscellaneous.


 


(a)
Amendments and Waivers. This Agreement may be amended only by a writing signed by the Company and the Required Investors. The
Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company
shall have obtained the written consent to such amendment, action or omission to act, of the Required Investors.


 


(b)
Notices. All notices and other communications provided for or permitted hereunder shall be made as set forth in Section 10.4 of
the Purchase Agreement.


 


(c)
Assignments and Transfers by Investors. The provisions of this Agreement shall be binding upon and inure to the benefit of the
Investors and their respective successors and permitted assigns. An Investor may transfer or assign, in whole or from time to time in
part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such
person, provided that (i) the Investor agrees in writing with the transferee or assignee to assign such rights and a copy of such agreement
is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee and (B) the securities
with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment
the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities
laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee
or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; (v) such transfer shall have been
made in accordance with the applicable requirements of the Purchase Agreement; and (vi) unless the transferee or assignee is an Affiliate
of, and after such transfer or assignment continues to be an Affiliate of, such Investor, the amount of Registrable Securities transferred
or assigned to such transferee or assignee represents at least $5.0 million of Registrable Securities (based on the then-current market
price of the Common Stock).


 




    	 	11	 



     


    

 


(d)
Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise)
without the prior written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger,
consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities
of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed
to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person
and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection
with such transaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.


 


(e)
Benefits of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party
other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided in this Agreement.


 


(f)
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any
electronic signature complying with the U.S. ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


(g)
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


(h)
Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be
interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the
extent permitted by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable
in any respect.


 


(i)
Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions
as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein
contained.


 


(j)
Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This
Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.


 




    	 	12	 



     


    

 


(k)
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York without regard to the choice of law principles thereof (other than sections 5-1401 and
5-1402 of the General Obligations Law). Each of the parties hereto irrevocably submits to the exclusive 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. To the extent that the Company
has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any
legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity
in respect of any such suit, action or proceeding. 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.


 


(l)
Interpretation. Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and
the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument
shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. All article,
section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement,
and all exhibit, annex, letter and schedule references not attributed to a particular document shall be references to such exhibits,
annexes, letters and schedules to this Agreement. In addition, the word “or” is not exclusive; the words “including,”
“includes,” “included” and “include” are deemed to be followed by the words “without limitation”;
and the terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this
Agreement as a whole and not to any particular section, paragraph or subdivision.


 


(m)
Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor hereunder are several and not
joint with the obligations of any other Investor hereunder, and no Investor shall be responsible in any way for the performance of the
obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and
no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as a partnership, an association,
a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or
as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the
Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with
respect to such obligations or transactions. Each Investor shall be entitled to protect and enforce its rights, including without limitation
the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in
any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in
the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and not
because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in
this Agreement is between the Company and an Investor, solely, and not between the Company and the Investors collectively and not between
and among Investors.


 


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    	 	13	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the
date first above written.


 


	 	CELCUITY
    INC.
	 	 
	 	By:	 
	 	Name:	Brian
    F. Sullivan
	 	Title:	Chief
    Executive Officer


 


[Signature Page to Registration Rights Agreement]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the
date first above written.


 


 


	 	INVESTOR:
	 	 
	 	 
	 	By:	         
	 	Name:	 
	 	Title:	 


 


[Signature Page to Registration Rights Agreement]


 




    	 



     


    

 


Annex
A


 


Plan
of Distribution


 


Each
Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their securities covered hereby on The Nasdaq Capital Market or any other stock exchange,
market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices.
A Selling Stockholder may use any one or more of the following methods when selling securities:


 


	 	●	ordinary brokerage
    transactions and transactions in which the broker-dealer solicits purchasers;
	 	●	block trades in which
    the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to
    facilitate the transaction;
	 	●	purchases by a broker-dealer
    as principal and resale by the broker-dealer for its account;
	 	●	an exchange distribution
    in accordance with the rules of the applicable exchange;
	 	●	privately negotiated transactions;
	 	●	settlement of short sales
    entered into after the effective date of the registration statement of which this prospectus is a part;
	 	●	in transactions through
    broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;
	 	●	through the writing or
    settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	 	●	a combination of any such
    methods of sale; or
	 	●	any other method permitted
    pursuant to applicable law.


 


The
Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,
as amended (the “Securities Act”), if available, rather than under this prospectus.


 


Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or
markdown in compliance with FINRA IM 2121.01.


 


In
connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they
assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan
or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option
or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).


 




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The
Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.


 


The
Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.


 


The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities; provided,
however, that each Selling Stockholder will pay all underwriting discounts and selling commissions, if any, and any related legal
expenses incurred by it. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act. The Company may be indemnified by the Selling Stockholders against civil liabilities,
including liabilities under the Securities Act, that may arise from any written information furnished to the Company by the Selling Stockholders
specifically for use in this prospectus in accordance with the related Registration Rights Agreement, or the Company may be entitled
to contribution.


 


We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other
rule of similar effect or (ii) the date on which all of the securities have been sold pursuant to this prospectus or Rule 144 under the
Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may
not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.


 


Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the
common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders
and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).


 




    	 	A-2