Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (this “Agreement”) is made and entered into as of August 10, 2020 by and among TFF Pharmaceuticals,
Inc., a Delaware corporation (the “Company”), and the Investors identified on the signature pages attached hereto
(each an “Investor” and collectively the “Investors”).


 


RECITALS


 


A. The
Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by the provisions of Section 4(a)(2) of the 1933 Act (as defined below), and Rule 506(b) of Regulation D (“Regulation
D”) as promulgated by the SEC (as defined below) under the 1933 Act;


 


B. The
Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms and subject
to the conditions stated in this Agreement, shares (the “Shares”) of the Company’s common stock, par value
$0.001 per share (“Common Stock”).


 


C. Contemporaneously
with the sale of the Shares, the parties hereto will execute and deliver a Registration Rights Agreement, in the form attached
hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company will agree
to provide certain registration rights in respect of the Shares under the 1933 Act and applicable state securities laws.


 


In consideration of the
mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1. Definitions.
For the purposes of this Agreement, the following terms shall have the meanings set forth below:


 


“Affiliate”
means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is
controlled by, or is under common Control with such Person.


 


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


 


“Closing”
has the meaning set forth in Section 3.1.


 


“Closing Date”
means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto,
and all conditions precedent to (i) the Investors’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later than the second (2nd) Trading
Day following the date of this Agreement.


 






    	 	1	 



     


    

 


“Common Stock”
has the meaning set forth in the recitals to this Agreement.


 


“Company Counsel”
means Greenberg Traurig, LLP, with offices located in Irvine, California.


 


“Company Covered
Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the
1933 Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


“Intellectual
Property” has the meaning set forth in Section 5.14.


 


“Company’s
Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company.


 


“Control”
(including the terms “controlling,” “controlled by” or “under common control with”) means the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.


 


“Disclosure Time”
means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight
(New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof,
unless an earlier time is agreed to in writing by the Company and the Placement Agent, and (ii) if this Agreement is signed between
midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time)
on the date hereof, unless an earlier time is agreed to in writing by the Company and the Placement Agent.


 


“Disqualification
Event” has the meaning set forth in Section 5.33.


 


“EDGAR system”
has the meaning set forth in Section 5.9.


 


“Effective Date”
has the meaning set forth in Section 7.2(b).


 


“Environmental
Laws” has the meaning set forth in Section 5.18.


 


“GAAP”
has the meaning set forth in Section 5.17.


 


“Governmental
Entity” means any national, federal, state, municipal, local, territorial, foreign or other government or any department,
commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral
body or public or private tribunal.


 


“Losses”
has the meaning set forth in Section 8.2.


 


“Material Adverse
Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, financial condition
or business of the Company and its subsidiaries taken as a whole, (ii) the legality or enforceability of any of the Transaction
Documents or (iii) the ability of the Company to perform its obligations under the Transaction Documents on a timely basis.


 






    	 	2	 



     


    

 


“Material Contract”
means any contract, instrument or other agreement to which the Company is a party or by which it is bound that has been filed or
was required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(10) of Regulation S-K.


 


“Nasdaq”
means the Nasdaq Capital Market.


 


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


“Placement Agent”
means Jefferies LLC.


 


“Press Release”
has the meaning set forth in Section 7.7.


 


“Principal Trading
Market” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of
the date of this Agreement and the Closing Date, shall be the Nasdaq Capital Market.


 


“Registration
Rights Agreement” has the meaning set forth in the recitals to this Agreement.


 


“Regulation D”
has the meaning set forth in the recitals to this Agreement.


 


“Required Investors”
has the meaning set forth in the Registration Rights Agreement.


 


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


 


“SEC Filings”
has the meaning set forth in Section 5.8.


 


“Shares”
has the meaning set forth in the recitals to this Agreement.


 


“Short Sales”
means all “short sales” as defined in Rule 200 of Regulation SHO under the 1934 Act (but shall not be deemed to include
the location and/or reservation of borrowable shares of Common Stock).


 


“Subscription
Amount” has the meaning set forth in Section 3.1.


 


“Trading Day”
means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market (other than the OTC
Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day
on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if
the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market
as reported in the “pink sheets” by OTC Markets Group Inc. (or any similar organization or agency succeeding to its
functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i),
(ii) or (iii) hereof, then Trading Day shall mean a Business Day.


 






    	 	3	 



     


    

 


“Trading Market”
means whichever of the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the
Nasdaq Capital Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.


 


“Transfer”
means (i) to sell, offer, transfer, assign, mortgage, hypothecate, gift, pledge or dispose of, or (ii) to enter into
or agree to enter into any contract, option or other arrangement or understanding with respect to any sale, transfer, pledge, mortgage,
hypothecation, gift, assignment or similar disposition.


 


“Transfer Agent”
has the meaning set forth in Section 7.2(a).


 


“Transaction Documents”
means this Agreement and the Registration Rights Agreement.


 


“1933 Act”
means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.


 


“1934 Act”
means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.


 


2. Purchase
and Sale of the Shares. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company will
issue and sell, and each Investor will purchase, severally and not jointly, the number of Shares set forth opposite the heading
“Shares” on such Investor’s signature page attached hereto. The purchase price per Share shall be $8.50.


 


3. Closing.


 


3.1 General.
Upon the satisfaction of the conditions set forth in Section 4, the completion of the purchase and sale of the Shares
(the “Closing”) shall occur remotely via exchange of documents and signatures on the Closing Date. On the Closing
Date, each Investor shall deliver or cause to be delivered to the Company, via wire transfer of immediately available funds pursuant
to the wire instructions delivered to such Investor by the Company on or prior to the Closing Date, an amount equal to the purchase
price (“Subscription Amount”) to be paid by the Investor for the Shares as set forth opposite the heading “Subscription
Amount” on such Investor’s signature page attached hereto.


 


3.2  Deliveries.


 


(a) On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Investor the following:


 


(i) this
Agreement duly executed by the Company;


 


(ii) a
legal opinion of Company Counsel, in form and substance reasonably acceptable to the Investors;


 






    	 	4	 



     


    

 


(iii) a
copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a
certificate (or, if requested by Investor, a book-entry confirmation) evidencing a number of Shares as set forth opposite the heading
“Shares” on such Investor’s signature page attached hereto, registered in the name of such Investor;


 


(iv) the
Company shall have provided each Investor with the Company’s wire instructions, on Company letterhead and executed by the
Chief Executive Officer or Chief Financial Officer; and


 


(v) the
Registration Rights Agreement duly executed by the Company.


 


(b) On
or prior to the Closing Date, each Investor shall deliver or cause to be delivered to the Company, the following:


 


(i) this
Agreement duly executed by such Investor;


 


(ii) such
Investor’s Subscription Amount by wire transfer to the account specified in writing by the Company; and


 


(iii) the
Registration Rights Agreement duly executed by such Investor.


 


4. Conditions
to Closing.


 


4.1 Conditions
to the Investors’ Obligations. The obligation of each Investor to purchase Shares at the Closing is subject to the fulfillment
to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived
by such Investor (as to itself only):


 


(a) The
representations and warranties made by the Company in Section 5 hereof, as qualified by the Disclosure Schedules and
the SEC Filings, shall be true and correct in all material respects, except for those representation and warranties qualified by
materiality or Material Adverse Effect, which shall be true and correct in all respects, as of the date hereof and as of the Closing
Date, as though made on and as of such date, except to the extent any such representation or warranty expressly speaks as of an
earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier
date. The Company shall have performed in all material respects all obligations and covenants herein required to be performed by
it on or prior to the Closing Date.


 


(b) The
Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the consummation
of the purchase and sale of the Shares and the consummation of the other transactions contemplated by the Transaction Documents,
all of which shall be in full force and effect.


 


(c) The
Company shall have delivered the items set forth in Section 3.2(a).


 






    	 	5	 



     


    

 


(d) The
Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares.


 


(e) No
judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy
court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have
been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby
or in the other Transaction Documents.


 


(f) There
shall have been no Material Adverse Effect with respect to the Company since the date hereof.


 


(g) No
stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental or regulatory body with
respect to public trading in the Common Stock.


 


4.2 Conditions
to Obligations of the Company. The Company’s obligation to sell and issue Shares at the Closing is subject to the fulfillment
to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the
Company:


 


(a) The
representations and warranties made by the Investors in Section 6 hereof shall be true and correct in all material
respects as of the date hereof, and shall be true and correct as of the Closing Date with the same force and effect as if they
had been made on and as of such date, except to the extent any such representation or warranty expressly speaks as of an earlier
date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date.
The Investors shall have performed in all material respects all obligations and covenants herein required to be performed by them
on or prior to the Closing Date.


 


(b) The
Investors shall have executed and delivered this Agreement and the Registration Rights Agreement.


 


(c) The
Investors shall have paid in full its Subscription Amount to the Company.


 


5. Representations
and Warranties of the Company. The Company hereby represents and warrants to the Investors and the Placement Agent that, except
(a) as described in the Company’s SEC Filings and (b) as set forth on the disclosure schedules delivered herewith
(which are arranged in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Section 5)
(the “Disclosure Schedules”), each of which qualify these representations and warranties in their entirety:


 






    	 	6	 



     


    

 


5.1 Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now
conducted and to own or lease its properties. The Company is duly qualified to do business as a foreign corporation and is in good
standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification
or leasing necessary unless the failure to so qualify has not had and would not reasonably be expected to have a Material Adverse
Effect. The Company’s subsidiaries are set forth on Exhibit 21.1 to its most recent Annual Report on Form 10-K, and
the Company owns 100% of the outstanding equity of all such subsidiaries. The Company’s subsidiaries are duly organized,
validly existing and in good standing under the laws of their jurisdiction of incorporation and have all requisite power and authority
to carry on their business as now conducted and to own or lease their properties. The Company’s subsidiaries are duly qualified
to do business as foreign corporations and are in good standing in each jurisdiction in which the conduct of their business or
their ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not had
and would not reasonably be expected to have a Material Adverse Effect.


 


5.2 Authorization.
The Company has the requisite corporate power and authority and has taken all requisite corporate action necessary for, and no
further action on the part of the Company, its officers, directors and stockholders is necessary for, (i) the authorization,
execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Company
hereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Shares. The
Transaction Documents constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability, relating to or affecting creditors’ rights generally and to general equitable principles.


 


5.3 Capitalization.
The capitalization of the Company as of the date hereof is as set forth on Schedule 5.3. All of the issued and outstanding
shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid and nonassessable;
none of such shares were issued in violation of any preemptive rights; and such shares were issued in compliance in all material
respects with applicable state and federal securities law and any rights of third parties. No Person is entitled to preemptive
or similar statutory or contractual rights with respect to the issuance by the Company of any securities of the Company, including,
without limitation, the Shares. Except as set forth in Schedule 5.3, there are no outstanding warrants, options, convertible
securities or other rights, agreements or arrangements of any character under which the Company is or may be obligated to issue
any equity securities of any kind, except as contemplated by this Agreement. There are no voting agreements, buy-sell agreements,
option or right of first purchase agreements or other similar agreements among the Company and any of the securityholders of the
Company relating to the securities of the Company held by them. Except as provided in the Registration Rights Agreement, no Person
has the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or
in connection with the registration of securities of the Company for its own account or for the account of any other Person.


 


The issuance and sale of
the Shares hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other
than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding
security.


 






    	 	7	 



     


    

 


The Company does not have
outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the
right to purchase any equity interest in the Company upon the occurrence of certain events.


 


5.4 Valid
Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be
validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those
created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable
securities laws.


 


5.5 Consents.
Subject to the accuracy of the representations and warranties of each Investor set forth in Section 6 hereof, the execution,
delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Shares require no
consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than (a) filings
that have been made pursuant to applicable state securities laws, (b) post-sale filings pursuant to applicable state and federal
securities laws, (c) filings pursuant to the rules and regulations of Nasdaq and (d) filing of the registration statement
required to be filed by the Registration Rights Agreement, each of which the Company has filed or undertakes to file within the
applicable time. Subject to the accuracy of the representations and warranties of each Investor set forth in Section 6
hereof, the Company has taken all action necessary to exempt (i) the issuance and sale of the Shares and (ii) the other
transactions contemplated by the Transaction Documents from the provisions of any stockholder rights plan or other “poison
pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which
the Company or any of its assets and properties is subject that is or could reasonably be expected to become applicable to the
Investors as a result of the transactions contemplated hereby, including without limitation, the issuance of the Shares and the
ownership, disposition or voting of the Shares by the Investors or the exercise of any right granted to the Investors pursuant
to this Agreement or the other Transaction Documents.


 


5.6 Use
of Proceeds. The net proceeds of the sale of the Shares hereunder shall be used by the Company for working capital and general
corporate purposes.


 


5.7 No
Material Adverse Change. Since March 31, 2020, except as identified and described in the SEC Filings filed at least one Trading
Day prior to the date hereof, there has not been:


 


(i) any
change in the consolidated assets, liabilities, financial condition or operating results of the Company from that reflected in
the financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020,
except for changes in the ordinary course of business which have not had and would not reasonably be expected to have a Material
Adverse Effect, individually or in the aggregate;


 


(ii) any
declaration or payment by the Company of any dividend, or any authorization or payment by the Company of any distribution, on any
of the capital stock of the Company, or any redemption or repurchase by the Company of any securities of the Company;


 






    	 	8	 



     


    

 





(iii) any
material damage, destruction or loss, whether or not covered by insurance, to any assets or properties of the Company;


 


(iv) any
waiver, not in the ordinary course of business, by the Company of a material right or of a material debt owed to it;


 


(v) any
satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary
course of business and which is not material to the assets, properties, financial condition, operating results or business of the
Company (as such business is presently conducted);


 


(vi) any
change or amendment to the Company’s Certificate of Incorporation or Bylaws, or material change to any material contract
or arrangement by which the Company is bound or to which any of its assets or properties is subject;


 


(vii) any
material labor difficulties or, to the Company’s Knowledge, labor union organizing activities with respect to employees of
the Company;


 


(viii) any
material transaction entered into by the Company other than in the ordinary course of business;


 


(ix) the
loss of the services of any key employee, or material change in the composition or duties of the senior management of the Company;
or


 


(x) any
other event or condition of any character that has had or would reasonably be expected to have a Material Adverse Effect.


 


5.8 SEC
Filings. The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by
the Company under the 1933 Act and the 1934 Act, including pursuant to Section 13(a) or 15(d) thereof, preceding the date
hereof (collectively, the “SEC Filings”). At the time of filing thereof, the SEC Filings complied in all material
respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the SEC thereunder.


 


5.9 No
Conflict, Breach, Violation or Default. The execution, delivery and performance of the Transaction Documents by the Company
and the issuance and sale of the Shares in accordance with the provisions thereof will not, except (solely in the case of clauses
(i)(b) and (ii)) for such violations, conflicts or defaults as would not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect, (i) conflict with or result in a breach or violation of (a) any of the terms and provisions
of, or constitute a default under, the Company’s Certificate of Incorporation or the Company’s Bylaws, both as in effect
on the date hereof (true and complete copies of which have been made available to the Investors through the Electronic Data Gathering,
Analysis, and Retrieval system (the “EDGAR system”)), or (b) assuming the accuracy of the representations
and warranties in Section 6, any applicable statute, rule, regulation or order of any governmental agency or body or
any court, domestic or foreign, having jurisdiction over the Company or its subsidiaries, or any of their assets or properties,
or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default)
under, result in the creation of any lien, encumbrance or other adverse claim upon any of the properties or assets of the Company
or its subsidiaries or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of, any Material Contract. This Section does not relate to matters with respect to tax status, which are
the subject of Section 5.10, employee relations and labor matters, which are the subject of Section 5.13,
or environmental laws, which are the subject of Section 5.15.


 






    	 	9	 



     


    

 


5.10 Tax
Matters. The Company and its subsidiaries have timely prepared and filed all material tax returns required to have been filed
by them with all appropriate governmental agencies and timely paid all material taxes shown thereon or otherwise owed by them.
There are no material unpaid assessments against the Company nor, to the Company’s Knowledge, any audits by any federal,
state or local taxing authority. All material taxes that the Company is required to withhold or to collect for payment have been
duly withheld and collected and paid to the proper governmental entity or third party when due. There are no tax liens pending
or, to the Company’s Knowledge, threatened against the Company or any of its assets or property. With the exception of agreements
or other arrangements that are not primarily related to taxes entered into in the ordinary course of business, there are no outstanding
tax sharing agreements or other such arrangements between the Company and any other corporation or entity (other than a subsidiary
of the Company).


 


5.11 Title
to Properties. The Company and its subsidiaries have good and marketable title to all real properties and all other material
properties and assets owned by them, in each case free from liens, encumbrances and defects, except such as would not reasonably
be expected, individually or in the aggregate, to have a Material Adverse Effect; and the Company and its subsidiaries hold any
leased real or personal property under valid and enforceable leases with no exceptions, except such as would not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect.


 


5.12 Certificates,
Authorities and Permits. The Company possesses adequate certificates, authorities or permits issued by appropriate governmental
agencies or bodies necessary to conduct the business now operated by it, except where failure to so possess would not reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect. The Company has not received any written
notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that would reasonably
be expected to have a Material Adverse Effect, individually or in the aggregate, on the Company.


 


5.13 Labor
Matters.


 


(a) The
Company is not party to or bound by any collective bargaining agreements or other agreements with labor organizations. To the Company’s
Knowledge, the Company has not violated in any material respect any laws, regulations, orders or contract terms affecting the collective
bargaining rights of employees or labor organizations, or any laws, regulations or orders affecting employment discrimination,
equal opportunity employment, or employees’ health, safety, welfare, wages and hours.


 


(b) No
material labor dispute with the employees of the Company, or with the employees of any principal supplier, manufacturer, customer
or contractor of the Company, exists or, to the Company’s Knowledge, is threatened or imminent.


 






    	 	10	 



     


    

 


5.14 Intellectual
Property. The Company and its subsidiaries own, possess, license or have other rights to use, all patents, patent applications,
trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and
other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of the Company’s
business in all material respects as now conducted or as proposed in the SEC Filings to be conducted; and (a) there are no
rights of third parties to any such Intellectual Property, including no liens, security interests or other encumbrances; (b) to
the Company’s Knowledge, there is no material infringement by third parties of any such Intellectual Property; (c) there
is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s
rights in or to any such Intellectual Property; (d) such Intellectual Property that is described in the SEC Filings has not
been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part; (e) there is no pending
or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope
of any such Intellectual Property that is owned or licensed by the Company, including interferences, oppositions, reexaminations
or government proceedings; (f) there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding
or claim by others that the Company infringes, misappropriates, or otherwise violates any patent, trademark, copyright, trade secret
or other proprietary rights of others; and (g) to the Company’s Knowledge, each key employee of the Company and each
Company employee involved with the development of Intellectual Property has entered into an invention assignment agreement with
the Company.


 


5.15 Environmental
Matters. The Company is not in violation of any statute, rule, regulation, decision or order of any governmental agency or
body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to
the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental
Laws”), has not released any hazardous substances regulated by Environmental Law onto any real property that it owns
or operates and has not received any written notice or claim it is liable for any off-site disposal or contamination
pursuant to any Environmental Laws, which violation, release, notice, claim, or liability would reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect, and to the Company’s Knowledge, there is no pending or threatened
investigation that would reasonably be expected to lead to such a claim.


 


5.16  FDA.
As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal
Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged,
labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical
Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed
by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration,
investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices,
good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the
failure to be in compliance would not have a Material Adverse Effect. There is no pending, completed or, to the Company's knowledge,
threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint,
or investigation) against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received
any notice, warning letter or other communication from the FDA or any other governmental entity, which (i) contests the premarket
clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing
of, the sale of, or the labeling and promotion of any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall,
suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any
Pharmaceutical Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of its Subsidiaries,
(iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent
decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws,
rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would have
a Material Adverse Effect. The properties, business and operations of the Company have been and are being conducted in all material
respects in accordance with all applicable laws, rules and regulations of the FDA.  The Company has not been informed by the
FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed,
produced or marketed by the Company nor has the FDA expressed any concern as to approving or clearing for marketing any product
being developed or proposed to be developed by the Company.


 






    	 	11	 



     


    

 


5.17 Legal
Proceedings. There are no legal, governmental or regulatory investigations, actions, suits or proceedings pending or, to the
Company’s Knowledge, threatened to which the Company or its subsidiaries are a party or to which any property of the Company
or its subsidiaries are the subject that, individually or in the aggregate, would reasonably be expected to have a Material Adverse
Effect.


 


5.18 Financial
Statements. The financial statements included in each SEC Filing comply in all material respects with applicable accounting
requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent
corrected by a subsequent restatement) and present fairly, in all material respects, the consolidated financial position of the
Company as of the dates shown and its consolidated results of operations and cash flows for the periods shown, subject in the case
of unaudited financial statements to normal, immaterial year-end audit adjustments, and such consolidated financial statements
have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis during
the periods involved (“GAAP”) (except as may be disclosed therein or in the notes thereto, and except that the
unaudited financial statements may not contain all footnotes required by GAAP, and, in the case of quarterly financial statements,
except as permitted by Form 10-Q under the 1934 Act). Except as set forth in the financial statements of the Company included
in the SEC Filings filed prior to the date hereof, the Company has not incurred any liabilities, contingent or otherwise, except
those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such
financial statements, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material
Adverse Effect.


 


5.19 Insurance
Coverage. The Company maintains in full force and effect insurance coverage that is customary for comparably situated companies
for the business being conducted and properties owned or leased by the Company, and the Company reasonably believes such insurance
coverage to be adequate against all liabilities, claims and risks against which it is customary for comparably situated companies
to insure.


 






    	 	12	 



     


    

 


5.20 Compliance
with Nasdaq Continued Listing Requirements. The Company is in compliance with applicable Nasdaq continued listing requirements.
There are no proceedings pending or, to the Company’s Knowledge, threatened against the Company relating to the continued
listing of the Common Stock on Nasdaq and the Company has not received any notice of, nor to the Company’s Knowledge is there
any reasonable basis for, the delisting of the Common Stock from Nasdaq.


 


5.21 Brokers
and Finders. Except as set forth in Schedule 5.21, no Person will have, as a result of the transactions contemplated by the
Transaction Documents, any valid right, interest or claim against or upon the Company or an Investor for any commission, fee or
other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company. No Investor
shall have any obligation with respect to any fees, or with respect to any claims made by or on behalf of other Persons for fees,
in each case of the type contemplated by this Section 5.21 that may be due in connection with the transactions contemplated
by this Agreement or the Transaction Documents.


 


5.22 No
Directed Selling Efforts or General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any
general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any
of the Shares.


 


5.23 No
Integrated Offering. Neither the Company nor its subsidiaries nor any Person acting on their behalf has, directly or indirectly,
made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that
would adversely affect reliance by the Company on Section 4(a)(2) and Regulation D for the exemption from registration for
the transactions contemplated hereby or would require registration of the Shares under the 1933 Act, nor will the Company take
any action or steps that would adversely affect reliance by the Company on Section 4(a)(2) and Regulation D for the exemption
from registration for the transactions contemplated hereby or require registration of the Shares under the 1933 Act.


 


5.24 Private
Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 6,
the offer and sale of the Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933
Act. The issuance and sale of the Shares does not contravene the rules and regulations of Nasdaq.


 


5.25 Questionable
Payments. Neither the Company nor its subsidiaries nor, to the Company’s Knowledge, any of their current or former directors,
officers, employees, agents or other Persons acting on behalf of the Company or its subsidiaries, has on behalf of the Company
or its subsidiaries in connection with their business: (a) used any corporate funds for unlawful contributions, gifts, entertainment
or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payments to any governmental
officials or employees from corporate funds; (c) established or maintained any unlawful or unrecorded fund of corporate monies
or other assets which is in violation of law; (d) made any false or fictitious entries on the books and records of the Company;
or (e) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature.


 






    	 	13	 



     


    

 


5.26 Transactions
with Affiliates. None of the executive officers or directors of the Company and, to the Company’s Knowledge, none of
the employees of the Company is presently a party to any transaction with the Company (other than as holders of stock options,
restricted stock units, warrants and/or restricted stock, and for services as employees, officers and directors), including any
contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Company’s
Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee or partner.


 


5.27 Internal
Controls. The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under
the 1934 Act), which (a) are designed to ensure that material information relating to the Company, including its subsidiaries,
is made known to the Company’s principal executive officer and its principal financial officer by others within those entities;
(b) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal
quarter; and (c) are effective in all material respects to perform the functions for which they were established. Since the
end of the Company’s most recent audited fiscal year, there have been no material weaknesses in the Company’s internal
control over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial
reporting that has materially affected, or would reasonably be expected to materially affect, the Company’s internal control
over financial reporting. The Company is not aware of any change in its internal controls over financial reporting that has occurred
during its most recent fiscal quarter that has materially affected, or would reasonably be expected to materially affect, the Company’s
internal control over financial reporting.


 


5.28 Disclosures.
Neither the Company nor any Person acting on its behalf has provided the Investors or their agents or counsel with any information
that constitutes or would reasonably be expected to constitute material nonpublic information concerning the Company or its subsidiaries,
other than with respect to the transactions contemplated hereby, which will be disclosed in the Press Release (as defined below).
The SEC Filings do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements contained therein, in light of the circumstances under which they were made, not misleading. The Company understands
and confirms that the Investors will rely on the foregoing representations in effecting transactions in securities of the Company.


 


5.29 Required
Filings. Except for the transactions contemplated by this Agreement, including the acquisition of the Shares contemplated hereby,
no event or circumstance has occurred or information exists with respect to the Company or its business, properties, operations
or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company
but which has not been so publicly announced or disclosed (assuming for this purpose that the SEC Filings are being incorporated
by reference into an effective registration statement filed by the Company under the 1933 Act).


 






    	 	14	 



     


    

 


5.30 Investment
Company. The Company is not required to be registered as, and immediately following the Closing will not be required to register
as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


5.31 Regulation
M Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or
indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting
purchases of, any of the Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase
any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent
in connection with the placement of the Shares.


 


5.32 Anti-Bribery
and Anti-Money Laundering Laws. Each of the Company, its subsidiaries and any of their respective officers, directors, supervisors,
managers, agents, or employees are and have at all times been in compliance with and its participation in the offering will not
violate: (A) anti-bribery laws, including but not limited to, any applicable law, rule, or regulation of any locality, including
but not limited to any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public
Officials in International Business Transactions, signed December 17, 1997, including the U.S. Foreign Corrupt Practices Act
of 1977, as amended, the U.K. Bribery Act 2010, or any other law, rule or regulation of similar purposes and scope or (B) anti-money
laundering laws, including, but not limited to, applicable federal, state, international, foreign or other laws, regulations or
government guidance regarding anti-money laundering, including, without limitation, Title 18 US. Code sections 1956 and 1957, the
Patriot Act, the Bank Secrecy Act, and international anti-money laundering principles or procedures by an intergovernmental group
or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which
designation the United States representative to the group or organization continues to concur, all as amended, and any Executive
order, directive, or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued thereunder.


 


5.33 No
Bad Actors. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the 1933 Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s Knowledge, any Company Covered Person, except (i) for
a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3) is applicable and (ii) no such representation is
made with respect to the Placement Agent, or any of their respective general partners, managing members, directors, executive officers
or other officers. There are no matters to be disclosed by the Company under Rule 506(e).


 


5.34 No
Additional Agreements. The Company has no other agreements or understandings (including, without limitation, side letters)
with any Investor to purchase Shares on terms more favorable to such Investor than as set forth herein.


 


5.35 Shell
Company Status. The Company is not, and has never been, an issuer identified in Rule 144(i)(1).


 






    	 	15	 



     


    

 


5.36 Investor
Representations. The Company acknowledges and agrees that the Investors’ representations contained in Section 6
below shall not modify, amend or affect any such Investor’s right to rely on the Company’s representations and warranties
contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document
or instrument executed and/or delivered by or on behalf of the Company in connection with this Agreement or the consummation of
the transactions contemplated hereby


 


6. Representations
and Warranties of the Investors. Each of the Investors hereby severally, and not jointly, represents and warrants to the Company
that:


 


6.1 Organization
and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership, limited
liability company or other legal entity, has all requisite corporate, partnership or limited liability company power and authority
to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder
and thereunder, and to invest in the Shares pursuant to this Agreement, and is in good standing under the laws of the jurisdiction
of its incorporation or organization.


 


6.2 Authorization.
The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been
duly authorized and each has been duly executed and when delivered will constitute the valid and legally binding obligation of
such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’
rights generally, and general principles of equity.


 


6.3 Purchase
Entirely for Own Account. The Shares to be received by such Investor hereunder will be acquired for such Investor’s own
account, not as nominee or agent, for the purpose of investment and not with a view to the resale or distribution of any part thereof
in violation of the 1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise
distributing the same in violation of the 1933 Act without prejudice, however, to such Investor’s right at all times to sell
or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities laws. The Shares
are being purchased by such Investor in the ordinary course of its business. Nothing contained herein shall be deemed a representation
or warranty by such Investor to hold the Shares for any period of time. Such Investor is not a broker-dealer registered with the
SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.


 


6.4 Investment
Experience. Such Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Shares
and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of
the investment contemplated hereby.


 


6.5 Disclosure
of Information. Such Investor has had an opportunity to receive, review and understand all information related to the Company
requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms
and conditions of the offering of the Shares, and has conducted and completed its own independent due diligence. Such Investor
acknowledges that copies of the SEC Filings are available on the EDGAR system. Based on the information such Investor has deemed
appropriate, and without reliance upon the Placement Agent, it has independently made its own analysis and decision to enter into
the Transaction Documents. Such Investor is relying exclusively on its own investment analysis and due diligence (including professional
advice it deems appropriate) with respect to the execution, delivery and performance of the Transaction Documents, the Shares and
the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including but
not limited to all business, legal, regulatory, accounting, credit and tax matters. Such Investor has not relied on any information
or advice furnished by or on behalf of the Placement Agent in connection with the transactions contemplated hereby. Neither such
inquiries nor any other due diligence investigation conducted by such Investor shall modify, limit or otherwise affect such Investor’s
right to rely on the Company’s representations and warranties contained in this Agreement.


 






    	 	16	 



     


    

 


6.6 Restricted
Securities. Such Investor understands that the Shares are characterized as “restricted securities” under the U.S.
federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and
that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain
limited circumstances.


 


6.7 Legends.
It is understood that, except as provided below, certificates evidencing the Shares may bear the following or any similar legend:


 


(a) “These
securities represented hereby have not been registered with the Securities and Exchange Commission or the securities commission
of any state but have been issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended,
and, accordingly, may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities
Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144, (iii) the Company has received an opinion
of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act
of 1933, as amended, or (iv) the securities are transferred without consideration to an affiliate of such holder or a custodial
nominee (which for the avoidance of doubt shall require neither consent nor the delivery of an opinion).”


 


(b) If
required by the authorities of any state in connection with the issuance of sale of the Shares, the legend required by such state
authority.


 


6.8 Accredited
Investor. Such Investor is (a) an “accredited investor” within the meaning of Rule 501(a) of Regulation D.
Such investor is a sophisticated investor with sufficient knowledge and experience in investing in private equity transactions
to properly evaluate the risks and merits of its purchase of the Shares. Such Investor has determined based on its own independent
review and such professional advice as it deems appropriate that its purchase of the Shares and participation in the transactions
contemplated by the Transaction Documents (i) are fully consistent with its financial needs, objectives and condition, (ii) comply
and are fully consistent with all investment policies, guidelines and other restrictions applicable to such Investor, (iii) have
been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under
such Investor’s charter, bylaws or other constituent document or under any law, rule, regulation, agreement or other obligation
by which such Investor is bound and (v) are a fit, proper and suitable investment for such Investor, notwithstanding the substantial
risks inherent in investing in or holding the Shares.


 






    	 	17	 



     


    

 


6.9 No
General Solicitation. Such Investor did not learn of the investment in the Shares as a result of any general or public solicitation
or general advertising, or publicly disseminated advertisements or sales literature, including (a) any advertisement, article,
notice or other communication published in any newspaper, magazine, website, or similar media, or broadcast over television or
radio, or (b) any seminar or meeting to which such Investor was invited by any of the foregoing means of communications.


 


6.10 Brokers
and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company or an Investor for any commission, fee or other compensation pursuant to any agreement,
arrangement or understanding entered into by or on behalf of such Investor.


 


6.11 Short
Sales and Confidentiality Prior to the Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor
has not, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly executed
any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that
such Investor was first contacted by the Company, the Placement Agent or any other Person regarding the transactions contemplated
hereby and ending immediately prior to the date hereof. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed
investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio
managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s
assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager
that made the investment decision to purchase the Shares covered by this Agreement. Other than to other Persons party to this Agreement
and other than to such Person’s outside attorney, accountant, auditor or investment advisor only to the extent necessary
to permit evaluation of the investment, and the performance of the necessary or required tax, accounting, financial, legal, or
administrative tasks and services and other than as may be required by law, such Investor has maintained the confidentiality of
all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding
the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any
actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect
Short Sales or similar transactions in the future.


 


6.12 No
Government Recommendation or Approval. Such Investor understands that no United States federal or state agency, or similar
agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Company or the
purchase of the Shares.


 


6.13 No
Intent to Effect a Change of Control. Such Investor has no present intent to effect a “change of control” of the
Company as such term is understood under the rules promulgated pursuant to Section 13(d) of the 1934 Act.


 






    	 	18	 



     


    

 


6.14 Residency.
Such Investor’s office in which its investment decision with respect to the Shares was made is located at the address immediately
below such Investor’s name on its signature page hereto.


 


6.15 No
Conflicts. The execution, delivery and performance by such Investor of the Transaction Documents and the consummation by such
Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents
of such Investor or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would
become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which such Investor is a party, or (iii) result in a violation of any law, rule, regulation, order,
judgment or decree (including federal and state securities laws) applicable to such Investor, except in the case of clauses (ii) and
(iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be
expected to have a material adverse effect on the ability of such Investor to perform its obligations hereunder.


 


7. Covenants
and Agreements of the Parties.


 


7.1 Nasdaq
Listing. The Company will use commercially reasonable efforts to continue the listing and trading of its Common Stock on Nasdaq
and, in accordance therewith, will use commercially reasonable efforts to comply in all material respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of such market or exchange, as applicable.


 


7.2 Removal
of Legends.


 


(a) In
connection with any sale, assignment, transfer or other disposition of the Shares by an Investor pursuant to Rule 144 or pursuant
to any other exemption under the 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor
with the requirements of this Agreement, if requested by the Investor, the Company shall request the transfer agent for the Common
Stock (the “Transfer Agent”) to remove any restrictive legends related to the book entry account holding such
shares and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends within two (2) Trading
Days of any such request therefor from such Investor, provided that the Company has timely received from the Investor customary
representations and other documentation reasonably acceptable to the Company in connection therewith.


 


(b) Subject
to receipt from the Investor by the Company and the Transfer Agent of customary representations and other documentation reasonably
acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Shares (i) have
been registered under the 1933 Act pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144,
or (iii) are eligible for resale under Rule 144(b)(1) or any successor provision (such earliest date, the “Effective
Date”), the Company shall, in accordance with the provisions of this Section 7.2(b) and within two (2) Trading
Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to
above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry
for such book entry shares, and (B) cause its counsel to deliver to the Transfer Agent one or more opinions to the effect
that the removal of such legends in such circumstances may be effected under the 1933 Act if required by the Transfer Agent to
effect the removal of the legend in accordance with the provisions of this Agreement. Any shares subject to legend removal under
this Section 7 may be transmitted by the Transfer Agent to the Investor by crediting the account of the Investor’s
prime broker with the DTC System as directed by such Investor. The Company shall be responsible for the fees of its Transfer Agent
and all DTC fees associated with such issuance.


 






    	 	19	 



     


    

 


7.3 Transfer
Restrictions. Each Investor, severally and not jointly with the other Investors, agrees with the Company that such Investor
will sell any Shares pursuant to either the registration requirements of the 1933 Act, including any applicable prospectus delivery
requirements, or an exemption therefrom, and that if Shares are sold pursuant to a Registration Statement, they will be sold in
compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates
representing Shares as set forth in this Section 7.3 is predicated upon the Company’s reliance upon this understanding.


 


7.4 Subsequent
Equity Sales by the Company. The Company shall not, and shall use its commercially reasonable efforts to ensure that no
Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security
(as defined in Section 2 of the 1933 Act) that will be integrated with the offer or sale of the Shares in a manner that would
require the registration under the 1933 Act of the sale of the Shares to the Investors, or that will be integrated with the offer
or sale of the Shares for purposes of the rules and regulations of any trading market such that it would require stockholder approval
prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.


 


7.5 Fees.
The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or broker’s
commissions (other than for Persons engaged by any Investor) relating to or arising out of the transactions contemplated hereby,
including, without limitation, any fees or commissions payable to the Placement Agent.


 


7.6 Short
Sales and Confidentiality After the Date Hereof. Each Investor covenants that until such time as the transactions contemplated
by this Agreement are publicly disclosed by the Company, such Investor will maintain the confidentiality of all disclosures made
to it in connection with this transaction (including the existence and terms of this transaction), other than to such Person’s
outside attorney, accountant, auditor or investment advisor only to the extent necessary to permit evaluation of the investment,
and the performance of the necessary or required tax, accounting, financial, legal, or administrative tasks and services and other
than as may be required by law.


 






    	 	20	 



     


    

 


7.7 Securities
Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release (“Press Release”)
disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the
Transaction Documents as exhibits thereto, with the Commission within the time required by the 1934 Act. From and after the issuance
of such Press Release, the Company represents to the Investors that it shall have publicly disclosed all material, non-public information
delivered to any of the Investors by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees
or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance
of such Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,
whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees
or Affiliates on the one hand, and any of the Investors or any of their Affiliates on the other hand, shall terminate. The Company
and each Investor shall consult with each other in issuing any other press releases with respect to the transactions contemplated
hereby, and neither the Company nor any Investor shall issue any such press release nor otherwise make any such public statement
without the prior consent of the Company, with respect to any press release of any Investor, or without the prior consent of each
Investor, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except
if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice
of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any
Investor, or include the name of any Investor in any filing with the Commission or any regulatory agency or Trading Market, without
the prior written consent of such Investor, except (a) as required by federal securities law in connection with (i) any registration
statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission,
(b) as required by Trading Market regulations, and (c) to the extent such disclosure is otherwise required by law, in which case
the Company shall provide the Investors with prior notice of such disclosure permitted under this clause (c).


 


7.8 Equal
Treatment of Investors. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration
is also offered to all of the parties to this Agreement. For clarification purposes, this provision constitutes a separate right
granted to each Investor by the Company and negotiated separately by each Investor, and is intended for the Company to treat the
Investors as a class and shall not in any way be construed as the Investors acting in concert or as a group with respect to the
purchase, disposition or voting of Securities or otherwise.


 


8. Survival
and Indemnification.


 


8.1 Survival.
The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions
contemplated by this Agreement for the applicable statute of limitations.


 


8.2 Indemnification.
The Company agrees to indemnify and hold harmless each Investor and its Affiliates, and their respective directors, officers, trustees,
members, managers, employees, investment advisers and agents, from and against any and all losses, claims, damages, liabilities
and expenses (including without limitation reasonable and documented attorney fees and disbursements and other documented out-of-pocket expenses
reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened
and the costs of enforcement thereof) (collectively, “Losses”) to which such Person may become subject as a
result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under
the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person solely to
the extent such amounts have been finally judicially determined not to have resulted from such Person’s fraud or willful
misconduct.


 






    	 	21	 



     


    

 


8.3 Conduct
of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt written
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 in writing 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 written 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 consent shall not be unreasonably withheld, conditioned or delayed, 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. No indemnified party
will, except with the consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed,
consent to entry of any judgment or enter into any settlement.


 


9. Miscellaneous.


 


9.1 Termination. 
This Agreement may be terminated by any Investor, as to such Investor’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Investor’s, by written notice to the other parties, if the
Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however,
that no such termination will affect the right of any party to sue for any breach by any other party (or parties).


 


9.2 Successors
and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or each
of the Investors, as applicable. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties. Without limiting the generality of the foregoing, 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 “Shares” shall be deemed to refer to the securities received by
the Investors in connection with such transaction. Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective permitted successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 






    	 	22	 



     


    

 


9.3 Counterparts.
This Agreement may be executed in one 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 facsimile, electronic mail (including pdf or any
electronic signatures complying with the U.S. federal 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.


 


9.4 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.


 


9.5 Notices.
Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed
effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon
such delivery, (ii) if given by facsimile or e-mail, then such notice shall be deemed given upon receipt of confirmation
of complete facsimile transmittal or confirmation of receipt of an e-mail transmission, (iii) if given by mail,
then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days
after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight
air courier, then such notice shall be deemed given one Business Day after delivery to such carrier. All notices shall be addressed
to the party to be notified at the address as follows, or at such other address as such party may designate by ten days’
advance written notice to the other party:


 


If to the Company:


 


TFF Pharmaceuticals, Inc.


2600 Via Fortuna, Suite 360


Austin, Texas 78746


Attention: Glenn A. Mattes, Chief
Executive Officer


Email: gmattes@tffpharma.com


 


With a copy (which shall
not constitute notice) to:


 


Greenberg Traurig, LLP


18565 Jamboree Road, Suite 500


Irvine, California 92612


Attention: Daniel K. Donahue


Email: donahued@gtlaw.com


 


If to the Investors:


 


Only to the addresses set forth
on the signature pages hereto.


 






    	 	23	 



     


    

 


9.6 Expenses.
The parties hereto shall pay their own costs and expenses in connection herewith regardless of whether the transactions contemplated
hereby are consummated.


 


9.7 Amendments
and Waivers. Prior to Closing, no amendment or waiver of any provision of this Agreement will be effective with respect to
any party unless made in writing and signed by a duly authorized representative of such party. Following the Closing, any term
of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written consent of the Company and the Required Investors. Notwithstanding
the foregoing, this Agreement may not be amended and the observance of any term of this Agreement may not be waived with respect
to any Investor without the written consent of such Investor unless such amendment or waiver applies to all Investors in the same
fashion. Any amendment or waiver effected in accordance with this paragraph shall be binding upon (i) prior to Closing, each
Investor that signed such amendment or waiver and (ii) following the Closing, each holder of any Shares purchased under this
Agreement at the time outstanding, and in each case, each future holder of all such Shares and the Company.


 


9.8 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 provision hereof prohibited or unenforceable
in any respect.


 


9.9 Entire
Agreement. This Agreement, including the signature pages, Exhibits, the other Transaction Documents and any confidentiality
agreement between the Company and each Investor constitute the entire agreement among the parties hereof with respect to the subject
matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with
respect to the subject matter hereof and thereof.


 


9.10 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.


 


9.11 Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware. 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.


 






    	 	24	 



     


    

 


9.12 Independent
Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document are several
and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of
the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Shares pursuant
to the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in
any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any
way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.
Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment
hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Shares
or enforcing its rights under the Transaction Documents. Each Investor shall be entitled to independently protect and enforce its
rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and
it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company
acknowledges that each of the Investors has been provided with the same Transaction Documents for the purpose of closing a transaction
with multiple Investors 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 the Investors.


 


9.13 Exculpation
of the Placement Agent. Each party acknowledges that it has read the notices attached hereto as Schedule 9.13 and hereto agrees
for the express benefit of each of the Placement Agent, their affiliates and their representatives that:


 


(a) Neither
the Placement Agent nor any of their affiliates or any of their representatives (1) has any duties or obligations other than those
specifically set forth herein or in the engagement letter, dated as of August 10, 2020, between the Company and Jefferies LLC (the
“Engagement Letter”); (2) shall be liable for any improper payment made in accordance with the information provided
by the Company; (3) makes any representation or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness
of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction
Documents or in connection with any of the transactions contemplated hereby and thereby; or (4) shall be liable (x) for any action
taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights
or powers conferred upon it by this Agreement or any Transaction Document or (y) for anything which any of them may do or refrain
from doing in connection with this Agreement or any Transaction Document, except for such party’s own gross negligence, willful
misconduct or bad faith.


 


(b) The
Placement Agent, their affiliates and their representatives shall be entitled to (1) rely on, and shall be protected in acting
upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of
the Company, including the representations made by the Company and the Investors herein, and (2) be indemnified by the Company
for acting as the Placement Agent hereunder pursuant the indemnification provisions set forth in the Engagement Letter.


 


[remainder of page intentionally left blank]


 



    	 	25	 



     


    




 


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.


 


	 	COMPANY
	 	 
	 	TFF PHARMACEUTICALS, INC.
	 	 
	 	By:	 
	 	 	Glenn A. Mattes,
	 	 	Chief Executive Officer


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR INVESTOR FOLLOWS]


 






    	 	26	 



     


    

 


[INVESTOR SIGNATURE PAGES TO SECURITIES
PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the
undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


 


Name of Investor: ___________________________________________________________


 


Signature of Authorized Signatory of Investor:
_____________________________________


 


Name of Authorized Signatory: __________________________________________________


 


Title of Authorized Signatory: ____________________________________________________


 


Email Address of Authorized Signatory: ____________________________________________


 


Facsimile Number of Authorized Signatory: _________________________________________


 


Address for Notice to Investor:


 


Address for Delivery of Shares to Investor (if not same as address
for notice):


 


Subscription Amount: $_________________


 


Shares: _________________


 


EIN Number: _______________________


 


[INVESTOR SIGNATURE PAGES CONTINUE]


 






     

     


    

 


EXHIBIT A


 


FORM OF REGISTRATION RIGHTS AGREEMENT


 






     

     


    

 


TFF PHARMACEUTICALS, INC.


 


DISCLOSURE SCHEDULES


 


These Disclosure Schedules
are being furnished by TFF Pharmaceuticals, Inc., a Delaware corporation (“Company”), in connection with Securities
Purchase Agreement dated August 10, 2020 (the “Purchase Agreement”) by and among the Company and the Investors
signatory thereto (“Investors”). Unless the context otherwise requires, all capitalized terms used in these
Disclosure Schedules shall have the respective meanings assigned to them in the Purchase Agreement. The schedule numbers in these
Disclosure Schedules correspond to the section numbers in the Purchase Agreement.


 


Schedule 5.3


 


	Authorized common stock, $0.001 par value per share:	 	 	45,000,000	 
	 	 	 	 	 
	Equity currently outstanding:	 	 	 	 
	Issued and outstanding common shares:	 	 	18,671,658	 
	Shares issuable pursuant to outstanding options	 	 	2,437,123	 
	Shares issuable pursuant to outstanding warrants	 	 	1,476,463	 
	Total TFF common stock currently outstanding on a FDB:	 	 	22,585,244	 



 


The Company has granted certain demand and
piggyback registration rights to National Securities Corporation with respect to placement agent warrants issued in March 2018
and underwriter warrants issued in October 2019. The Company has also granted certain demand and piggyback registration rights
to Liquid Patent Consulting, LLC with respect to advisory warrants issued in January 2018.


 


Schedule 5.21


 


The Company has agreed
to pay the Placement Agent sales commissions in the amount of six percent (6%) of the aggregate Subscription Amount paid by all
Investors. The Company has also agreed to pay National Securities Corporation an advisory fee of one percent (1%) of the aggregate
Subscription Amount paid by all Investors.


 


Schedule 5.26


 


As disclosed in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2019, management had determined that there was not adequate segregation
of duties due to a small number of employees conducting various accounting, payment and billing functions and, as a result, the
Company’s disclosure controls and procedures were not effective as of December 31, 2019. During the first six months of 2020,
the Company began to remediate this issue by adding an additional person in its accounting department, strengthening its billing
and payment procedures and upgrading its accounting, billing and payment software. As of June 30, 2020, the implementation of these
improvements in the Company’s internal control over financing reporting have enabled it to conclude that the Company has
adequate segregation of duties and that the Company’s disclosure controls and procedures were effective as of June 30, 2020.


 


Schedule 9.13


 


On February 2, 2016, pursuant to an offer of
settlement by Jefferies LLC, the SEC entered an administrative order, pursuant to its Municipalities Continuing Disclosure Cooperation
(“MCDC”) initiative, finding that Jefferies LLC, in connection with its underwriting of certain municipal securities
offerings, willfully violated Section 17(a)(2) of the Securities Act of 1933. The administrative order requires Jefferies LLC to
cease and desist from committing or causing any violations or any future violations of Section 17(a)(2), to pay a civil penalty,
and to complete certain undertakings. Jefferies LLC received waivers from the SEC of any disqualifications under Regulations A
(Rule 262), D (Rule 505 and 506), and E arising from the settlement, effective as of February 2, 2016. The SEC Order is available
at https://www.sec.gov/rules/other/2016/33-10030.pdf.