Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
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” named in that certain Securities
Purchase Agreement by and among the Company and the Investors, dated as of August 10, 2020 (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. Definitions.


 


As used in this Agreement,
the following terms shall have the following meanings:


 


“Agreement”
has the meaning set forth in the first paragraph.


 


“Allowed Delay”
has the meaning set forth in Section 2(c)(ii).


 


“Blackout Period”
has the meaning set forth in Section 2(d)(ii).


 


“Company”
has the meaning set forth in the first paragraph.


 


“Cut Back Shares”
has the meaning set forth in Section 2(e).


 


“Effectiveness Period”
has the meaning set forth in Section 3(a).


 


“Filing Deadline”
has the meaning set forth in Section 2(a)(i).


 


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


 


“Liquidated Damages”
has the meaning set forth in Section 2(d)(ii).


 


“Maintenance Failure”
has the meaning set forth in Section 2(d)(ii).


 


“Maintenance Liquidated
Damages” has the meaning set forth in Section 2(d)(ii).


 


“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.


 


“Purchase Agreement”
has the meaning set forth in the first paragraph.


 






     

     


    

 


“Qualification Date”
has the meaning set forth in Section 2(a)(ii).


 


“Qualification Deadline”
has the meaning set forth in Section 2(a)(ii).


 


“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 Shares and (ii) any other securities issued or issuable with respect to or in exchange for Shares, whether
by merger, charter amendment or otherwise; provided, that a security shall cease to be a Registrable Security upon (A) sale
pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale
without restriction by the Investor holding such security pursuant to Rule 144, including without any manner of sale or volume
limitations, and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the
1933 Act.


 


“Registration Liquidated
Damages” has the meaning set forth in Section 2(d)(i).


 


“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.


 


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


 


“Restriction Termination
Date” has the meaning set forth in Section 2(e).


 


“SEC Restrictions”
has the meaning set forth in Section 2(e).


 


“Shelf Registration
Statement” has the meaning set forth in Section 2(a)(ii).


 


2. Registration.


 


(a) Registration
Statements.


 


(i) No
later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file
with the SEC one Registration Statement covering the resale of all of the Registrable Securities. Subject to any SEC comments,
such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that
no Investor shall be named as an “underwriter” in such Registration Statement without the Investor’s prior written
consent. 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.


 






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(ii) The
Company shall (i) initially register the resale of the Registrable Securities on Form S-1 use commercially reasonable efforts
to cause such Registration Statement to be declared effective as promptly as practicable thereafter and (ii) so long as Registrable
Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company
becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in
no event more than sixty (60) days after the Qualification Date (the “Qualification Deadline”), file a
registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3
to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially
reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided
that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration
Statement 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.


 


(c) Effectiveness.


 


(i) The
Company shall use commercially reasonable efforts to have each Registration Statement declared effective as soon as practicable
after such Registration Statement has been filed with the SEC. By 5:30 p.m. (Eastern time) on the second Business Day following
the date on which the Registration Statement is declared effective by the SEC, the Company shall file with the SEC, in accordance
with Rule 424 under the 1933 Act, the final prospectus to be used in connection with sales pursuant to such Registration Statement.
The Company shall notify the Investors by e-mail as promptly as practicable after any Registration Statement is declared
effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the
sale or other disposition of the securities covered thereby.


 


(ii) For
not more than sixty (60) consecutive days or for a total of not more than one hundred twenty (120) days in any twelve
(12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by
this Section in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure
of material nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion
of the Company, in the best interests of the Company or (B) amend or supplement the affected 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 (an “Allowed Delay”); provided, that
the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without
the prior written consent of an Investor) disclose to such Investor any material nonpublic information giving rise to an Allowed
Delay, for the avoidance of doubt, the notification of the “Allowed Delay” to the Investor itself not constituting
material nonpublic information (b) advise the Investors in writing to cease all sales under such Registration Statement until
the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.


 






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(d) Effect
of Failure to File and Obtain and Maintain Effectiveness of Registration Statement.


 


(i) 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 then holding Registrable Securities, as liquidated damages and not as a penalty
(the “Registration Liquidated Damages”), in an amount equal to one percent (1.0%) of the aggregate amount invested
by such Investor for the initial day of failure to file such Registration Statement by the Filing Deadline and for each 30-day period
(or pro rata portion thereof with respect to a final period, if any) thereafter during which no such Registration Statement is
filed with respect to the Registrable Securities. Such payments shall be made to each Investor then holding Registrable Securities
in cash no later than ten (10) Business Days after the end of the date of the initial failure to file such Registration Statement
by the Filing Deadline and each 30-day period (or portion thereof with respect to a final period, if any) thereafter
until such Registration Statement is filed with respect to the Registrable Securities. Interest shall accrue at the rate of one
percent (1.0%) per month on any such liquidated damages payments that shall not be paid by the applicable payment date until such
amount is paid in full.


 


(ii) If
(A) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the earlier
of (i) ten (10) 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 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
or the inability of any Investor to sell the Registrable Securities covered thereby due to market conditions (each of (A) and
(B), 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 (the “Maintenance Liquidated Damages” and together with
the Registration Liquidated Damages, the “Liquidated Damages”), in an amount equal to one percent (1.0%) of
the aggregate amount invested by such Investor for the Registrable Securities then held by such Investor for the initial day of
a Maintenance Failure and for each 30-day period (or pro rata portion thereof with respect to a final period, if any)
thereafter until the Maintenance Failure is cured (each, a “Blackout Period”). The Maintenance Liquidated Damages
shall be paid monthly within ten (10) Business Days of the date of such Maintenance Failure and the end of each 30-day period (or
portion thereof with respect to a final period, if any) thereafter until the Maintenance Failure is cured. Such payments shall
be made to each Investor then holding Registrable Securities in cash. Interest shall accrue at the rate of one percent (1%) per
month on any such liquidated damages payments that shall not be paid by the applicable payment date until such amount is paid in
full.


 






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(iii) The
parties agree that (1) notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages
shall be payable with respect to any period after the expiration of the Effectiveness Period (as defined below) (it being understood
that this sentence shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Effectiveness
Period), and in no event shall the aggregate amount of Liquidated Damages payable to an Investor exceed, in the aggregate, six
percent (6.0%) of the aggregate purchase price paid by such Investor pursuant to the Purchase Agreement and (2) in no event
shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess of one percent
(1.0%) of the aggregate purchase price paid by the Investors pursuant to the Purchase Agreement.


 


(iv) The
Liquidated Damages described in this Section 2(d) shall constitute the Investors’ exclusive monetary remedy for any
failure to meet the Filing Deadline and for any Maintenance Failure, but shall not affect the right of the Investors to seek injunctive
relief.


 


(e) 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 a primary offering or not eligible to be made on a delayed or continuous basis under the provisions of Rule 415
under the 1933 Act, or requires any Investor to be named as an “underwriter,” the Company shall use commercially reasonable
efforts to advocate before the SEC its reasonable position 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 (a “Constructive
Primary Offering”) and that none of the Investors is an “underwriter.” The Investors shall have the right
to review and oversee any registration or matters pursuant to this Section 2(e), 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. In the event that, despite the Company’s commercially reasonable efforts, the SEC does not alter its position, the
Company shall (i) remove from such Registration Statement such portion of the Registrable Securities (the “Cut Back
Shares”) 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”); provided, however, that the Company shall not agree to name any Investor as an “underwriter”
in such Registration Statement without the prior written consent of such Investor. Any cut-back imposed on
the Investors pursuant to this Section 2(e) shall be allocated among the Investors on a pro rata basis, unless the SEC Restrictions
otherwise require or provide or the Investors otherwise agree. The parties agree that the Company’s delay or failure to have
a Registration Statement declared effective due to the SEC taking the position that the offering is a Constructive Primary Offering
shall not be a breach of any provision of this Agreement. From and after 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”), 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 commercially 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 the Filing Deadline and/or the Qualification Deadline, as
applicable, for such Registration Statement including such Cut Back Shares shall be thirty (30) days after such Restriction
Termination Date.


 






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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 for
a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration
Statement, as amended from time to time, have been sold, and (ii) the date on which all Shares cease to be Registrable Securities
(the “Effectiveness Period”);


 


(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
copies to and permit each Investor to review each Registration Statement and all amendments and supplements thereto prior to their
filing with the SEC and a reasonable opportunity to furnish comments thereon;


 


(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 the 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 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 that are covered by such Registration Statement;


 


(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 practical moment;


 


(f) use
commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities
exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;


 






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(g) 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 includes 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
(provided that such notice shall not, without the prior written consent of an Investor, disclose to such Investor any material
nonpublic information regarding the Company), and promptly 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;


 


(h) otherwise
use commercially reasonable efforts to 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 make available
to its security holders, as soon as reasonably practicable, an earnings statement covering satisfying the provisions of Section 11(a)
of the 1933 Act;


 


(i) within
two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC,
the Company shall deliver to the transfer agent for such Registrable Securities (with copies to the Investors whose Registrable
Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective
by the SEC;


 


(j) make
available upon reasonable notice at reasonable times and for reasonable periods for inspection by the Investors and by any attorney,
accountant or other agent retained by the Investors, all pertinent financial and other records and pertinent corporate documents
and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public
accountants who have certified its financial statements to make themselves available to discuss the business of the Company and
to supply all information reasonably requested by any such person in connection with such Registration Statement; provided, however,
that 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 such representatives with the opportunity to accept or refuse to accept such material
nonpublic information for review; and


 


(k) 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 adequate current 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 all of the Registrable Securities shall have been resold; (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 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 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.


 






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4. Obligations
of the Investors.


 


(a) Notwithstanding
any other provision of the Agreement, no Investor may include any of its Registrable Securities in the Registration Statement pursuant
to this Agreement unless such Investor furnishes to the Company a completed questionnaire reasonably similar to the form of Exhibit
B (the “Questionnaire”) for use in connection with the Registration Statement at least five (5) Business
Days prior to the anticipated filing date of the Registration Statement if such Investor elects to have any of the Registrable
Securities included in such Registration Statement. In addition to the Questionnaire, each Investor shall furnish such other information
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.


 


(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(g) 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.


 


5. Indemnification.


 


(a) Indemnification
by the Company. The Company will indemnify and hold harmless each Investor and its officers, directors, members, employees
and agents, and each other person, if any, who controls such Investor within the meaning of the 1933 Act, against any losses, claims,
damages or liabilities (collectively, “Losses”), joint or several, to which they may become subject under the
1933 Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon (i) any untrue
or alleged untrue statement of any material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus,
or any amendment or supplement thereof, (ii) any omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements in any preliminary Prospectus or final Prospectus, or any amendment or supplement thereof,
in light of the circumstances under which they were made not misleading or (iii) any violation or alleged violation by the
Company or any of its subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or
any of its subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or other
document or report, except to the extent that any such Losses arise out of or are based upon (i) an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity with Investor Information, (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.


 






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(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 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 furnished in writing by such Investor, relating to such Investor, to the Company specifically
for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto (“Investor Information”).
In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense
paid by such Investor in connection with any claim relating to this Section 5 and the amount of any damages such Investor
has otherwise been required to pay by reason of such untrue statement or omission) 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 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 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, severally and not
jointly, 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 an Investor 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 5 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.


 


6. Miscellaneous.


 


(a) Effective
Date. This Agreement shall be effective as of the Closing, and if the Closing has not occurred on or prior to fifth Trading
Day following the date of the Purchase Agreement, unless otherwise mutually agreed, then this Agreement shall be null and void.


 


(b) 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.


 


(c) Notices.
All notices and other communications provided for or permitted hereunder shall be made as set forth in Section 9.5 of the
Purchase Agreement.


 


(d) 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 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 such Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides
written notice of assignment to the Company promptly after such assignment is effected, and such person agrees in writing to be
bound by all of the provisions contained herein.


 






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(e) 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.


 


(f) 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.


 


(g) 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 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.


 


(h) 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.


 


(i) 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.


 


(j) 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.


 


(k) 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.


 


(l) 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.


 


(m) Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.


 


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    	 	11	 



     


    

 


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 INVESTORS FOLLOWS]


 






    	 	12	 



     


    

 


[INVESTOR SIGNATURE PAGES 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.


  


Name of Investor: __________________________


 


Signature of Authorized Signatory of Investor: __________________________


 


Name of Authorized Signatory: _________________________


 


Title of Authorized Signatory: __________________________


 


[SIGNATURE PAGES CONTINUE]


 



    	 	13	 



     


    

 


EXHIBIT A


 


Plan of Distribution


 


The selling stockholders,
which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests
in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common
stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or
in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.


 


The selling stockholders
may use any one or more of the following methods when disposing of shares or interests therein:


 


		●	ordinary
                                         brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		●	block
                                         trades in which the broker-dealer will attempt to sell the shares 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;



 


		●	short
                                         sales effected after the date the registration statement of which this prospectus is
                                         a part is declared effective by the SEC;



 


		●	through
                                         the writing or settlement of options or other hedging transactions, whether through an
                                         options exchange or otherwise;



 


		●	broker-dealers
                                         may agree with the selling stockholders to sell a specified number of such shares at
                                         a stipulated price per share;



 


		●	a
                                         combination of any such methods of sale; and



 


		●	any
                                         other method permitted by applicable law.



 


The selling stockholders
may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if
they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of
common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act of 1933, as amended (the “Securities Act”), amending the list of
selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.
The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees
or other successors in interest will be the selling beneficial owners for purposes of this prospectus.


 






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In connection with the
sale of our common stock 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 common stock in the course of hedging the positions
they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out
their short positions, or loan or pledge the common stock 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 the creation
of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).


 


The aggregate proceeds
to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents
from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents.
We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will
receive the exercise price of the warrants.


 


The selling stockholders
also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities
Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.


 


The selling stockholders
and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters”
within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on
any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters”
within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities
Act.


 


To the extent required,
the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering
prices, the names of any agents, dealer or underwriter, and any applicable commissions or discounts with respect to a particular
offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration
statement that includes this prospectus.


 


In order to comply with
the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered
or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified
for sale or an exemption from registration or qualification requirements is available and is complied with.


 






    	 	A-2	 



     


    

 


We have advised the selling
stockholders that the anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934, as amended, may apply
to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent
applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling
stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders
may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act.


 


We have agreed to indemnify
the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating
to the registration of the shares offered by this prospectus.


 


We have agreed with the
selling stockholders to use commercially reasonable efforts to cause the registration statement of which this prospectus constitutes
a part effective and to remain continuously effective until the earlier of (1) such time as all of the shares covered by this
prospectus have been disposed of pursuant to and in accordance with such registration statement or (2) the date on which all
of the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.


 






    	 	A-3	 



     


    

 


EXHIBIT B


 


FORM OF


 


SELLING SECURITYHOLDER QUESTIONNAIRE


 


Reference is made to that certain registration
rights agreement (the “Registration Rights Agreement”), dated as of August 10, 2020, by and among
TFF Pharmaceuticals, Inc. (the “Company”), and [______________]. Capitalized terms used and not defined
herein shall have the meanings given to such terms in the Registration Rights Agreement.


 


The undersigned Holder (the “Selling
Securityholder”) of the Registrable Securities is providing this Selling Securityholder Questionnaire pursuant to
Section 4(a) of the Registration Rights Agreement.


 


The Selling Securityholder provides the
following information to the Company and represents and warrants that such information is accurate and complete:


 


	(1)	 	(a)	 	Full Legal Name of Selling Securityholder:
	 	 	 	 	 	 
	 	 	 
	 	 	(b)	 	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities listed in (3) below are held:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(c)	 	Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) through which Registrable Securities listed in (3) below are held:
	 	 	 	 	 	 
	 	 	 	 	 
	(2)	 	Address for Notices to Selling Securityholder:
	 	 	 	 	 	 
	 	 	 	 	 	 


 


	Telephone (including area code):	 	 


 


	Fax (including area code):	 	 


 


	Contact Person:	 	 


 






    B-1


     


    

 


	(3)	 	Beneficial Ownership of Registrable Securities:
	 	 	 	 	 	 
	 	 
	(a)	 	Type and Principal Amount/Number of Registrable Securities beneficially owned:
	 	 	 	 	 	 
	 	 
	(b)	 	CUSIP No(s). of such Registrable Securities beneficially owned:
	 	 	 	 	 	 
	 	 
	(4)	 	Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder:
	 	 
	 	 	Except as set forth below in this Item (4), the Selling Securityholder is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item (3).
	 	 	 
	 	 	(a)	 	Type and Amount of Other Securities owned by the Selling Securityholder:
	 	 	 	 	 	 
	 	 	 





	(b)	 	CUSIP No(s). of such Other Securities beneficially owned:
	 	 
	(5)	 	Relationship with the Company:
	 	 
	 	 	Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.
	 
	State any exceptions here:
	 	 
	(6)	 	Is the Selling Securityholder a registered broker-dealer?
	 	 	 
	Yes	 	☐
	 	 	 
	No	 	☐


 






    B-2


     


    

 


If “Yes”, please answer subsection (a) and
subsection (b):



	 	 	 	 	 
	 	 	(a) Did the Selling Securityholder acquire the Registrable Securities as compensation for underwriting/broker-dealer activities to the Company?
	 	 	 
	 	 	Yes   ☐
	 	 	 
	 	 	No   ☐
	 	 
	 	 	(b) If you answered “No” to question 6(a), please explain your reason for acquiring the Registrable Securities:
	 	 	 	 	 	 
	 	 	 	 	 	 





	 	 	 
	(7)	 	Is the Selling Securityholder an affiliate of a registered broker-dealer?
	 	 	 
	Yes	 	☐
	 	 	 
	No	 	☐
	 
	If “Yes”, please identify the registered broker-dealer(s), describe the nature of the affiliation(s) and answer subsection (a) and subsection (b):





	 	 
	 	 



 


	 	 	(a) Did the Selling Securityholder purchase the Registrable Securities in the ordinary course of business (if no, please explain)?
	 	 	 
	 	 	Yes   ☐
	 	 	 
	 	 	No   ☐



 


Explain: 


	 	 
	 	 


 


	 	 	(b) Did the Selling Securityholder have an agreement or understanding, directly or indirectly, with any person to distribute the Registrable Securities at the same time the Registrable Securities were originally purchased (if yes, please explain)?
	 	 	 
	 	 	Yes   ☐
	 	 	 
	 	 	No   ☐



 






    B-3


     


    

 


	Explain:	 	 
	 	 
	(8)	 	Is the Selling Securityholder a non-public entity?
	 	 	 
	Yes	 	☐
	 	 	 
	No	 	☐


 


If “Yes”, please answer subsection (a):


 


(a) Identify the natural person or persons that
have voting or investment control over the Registrable Securities that the non-public entity owns:


 


In accordance with the Selling Securityholder’s
obligation under the Registration Rights Agreement to provide such information as may be required by law or by the staff of the
SEC for inclusion in the Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein that may occur subsequent to the date hereof at anytime prior to the effectiveness
of the Registration Statement. All notices to the Selling Securityholder pursuant to the Registration Rights Agreement shall be
made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery to the address set forth below.


 


By signing below, the Selling Securityholder
consents to the disclosure of the information contained herein in its answers to Items (1) and (3) through (9) above and the
inclusion of such information in the Registration Statement and the related Prospectus (but, for the avoidance of doubt, not the
answers to Item (2) without the Selling Securityholder’s consent). The undersigned understands that such information will
be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related Prospectus.


 


By signing below, the undersigned agrees
that if the Company notifies the undersigned that the Registration Statement is not available pursuant to the terms of the Registration
Rights Agreement, the undersigned will suspend use of the Prospectus until notice from the Company that the Prospectus is again
available.


 


Once this Selling Securityholder Questionnaire
is executed by the undersigned and received by the Company, the terms of this Selling Securityholder Questionnaire, and the representations,
warranties and agreements contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives, and assigns of the Company and the undersigned with respect to the Registrable
Securities beneficially owned by the undersigned and listed in Item (3) above. This Selling Securityholder Questionnaire shall
be governed by and construed in accordance with the laws of the State of New York without regard to choice of laws or conflicts
of laws provisions thereof that would require the application of the laws of any other jurisdiction.


 




    B-4


     


    

 


IN WITNESS WHEREOF, the undersigned, by
authority duly given, has caused this Selling Securityholder Questionnaire to be executed and delivered either in person or by
its duly authorized agent.


 


	Dated:	 	 


 


	 	 
	 	 
	 	Owner
	 	 
	 	By: /s/
	 	 
	 	Name:	 
	 	 
	 	Title:	 


 


PLEASE RETURN THE COMPLETED AND EXECUTED


 


SELLING SECURITYHOLDER QUESTIONNAIRE TO
THE COMPANY AT:


 


 


B-5