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BUSINESS.28939730.5       EXECUTION COPY    REGISTRATION RIGHTS AGREEMENT    THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 12,  2022, is entered into by and between AQUESTIVE THERAPEUTICS, INC., a Delaware corporation  (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company  (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise  defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the  parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from  time to time, the “Purchase Agreement”).       WHEREAS:    A. Upon the terms and subject to the conditions of the Purchase Agreement, (i) the Company  has agreed to issue to the Investor, and the Investor has agreed to purchase, up to Forty Million Dollars  ($40,000,000) of the Company's common stock, par value $0.001 per share (the “Common Stock”),  pursuant to the Purchase Agreement (such shares, the “Purchase Shares”), and (ii) the Company has agreed  to issue to the Investor such number of shares of Common Stock as is required pursuant to the Purchase  Agreement (the “Commitment Shares”); and    B. To induce the Investor to enter into the Purchase Agreement, the Company has agreed to  provide certain registration rights under the Securities Act of 1933, as amended, and the rules and  regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable  state securities laws.    NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein  and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,  the Company and the Investor hereby agree as follows:    1. DEFINITIONS.    For purposes of this Agreement, the following terms shall have the following meanings:    (a) “Register,” “Registered,” and “Registration” refer to a registration effected by  preparing and filing one or more registration statements of the Company in compliance with the Securities  Act and providing for offering securities on a continuous basis, and the declaration or ordering of  effectiveness of such registration statement(s) by the SEC.    (b) “Registrable Securities” means the Purchase Shares that may from time to time be  issued or issuable to the Investor upon purchases of the Available Amount under the Purchase Agreement  (without regard to any limitation or restriction on purchases), the Commitment Shares issued or issuable to  the Investor, and any Common Stock issued or issuable with respect to the Purchase Shares, the  Commitment Shares or the Purchase Agreement as a result of any stock split, stock dividend,  recapitalization, exchange or similar event, without regard to any limitation on purchases under the  Purchase Agreement.    





 






BUSINESS.28939730.5       (c) “Registration Statement” means the Shelf Registration Statement and any other  registration statement of the Company that Registers Registrable Securities, including a New Registration  Statement, as amended when each became effective, including all documents filed as part thereof or  incorporated by reference therein, and including any information contained in a Prospectus subsequently  filed with the SEC.    (d) “Shelf Registration Statement” means the Company’s existing registration  statement on Form S-3 (File No. 333-254775).    2. REGISTRATION.  (a) Mandatory Registration. The Company agrees that it shall, within the time  required under Rule 424(b) under the Securities Act, file with the SEC the Initial Prospectus Supplement  pursuant to Rule 424(b) under the Securities Act specifically relating to the transactions contemplated by,  and describing the material terms and conditions of, the Transaction Documents, containing information  previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under  the Securities Act, and disclosing all information relating to the transactions contemplated hereby required  to be disclosed in the Registration Statement and the Prospectus as of the date of the Initial Prospectus  Supplement, including, without limitation, information required to be disclosed in the section captioned  “Plan of Distribution” in the Prospectus. The Investor acknowledges that it will be identified in the Initial  Prospectus Supplement as an underwriter within the meaning of Section 2(a)(11) of the Securities Act. The  Company shall permit the Investor to review and comment upon the Initial Prospectus Supplement at least  two (2) Business Days prior to its filing with the SEC, the Company shall give due consideration to all such  comments, and the Company shall not file the Initial Prospectus Supplement with the SEC in a form to  which the Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon  the Initial Prospectus Supplement within one (1) Business Day from the date the Investor receives a  substantially complete draft thereof from the Company. The Investor shall furnish to the Company such  information regarding itself, the Securities held by it and the intended method of distribution thereof,  including any arrangement between the Investor and any other Person relating to the sale or distribution of  the Securities, as shall be reasonably requested by the Company in connection with the preparation and  filing of the Initial Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably  requested by the Company in connection with the preparation and filing of the Initial Prospectus  Supplement with the SEC.     (b) Effectiveness. The Company shall use its commercially reasonable efforts to keep  the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep  the Registration Statement and the Prospectus current and available for issuances and sales of all possible  Registrable Securities by the Company to the Investor, and for the resale of all of the Registrable Securities  by the Investor, at all times until the earlier of (i) the date on which the Investor shall have sold all the  Securities and no Available Amount remains under the Purchase Agreement and (ii) 180 days following  the earlier of termination of the Purchase Agreement and the Maturity Date (the "Registration Period").  Without limiting the generality of the foregoing, during the Registration Period, the Company shall (a) take  all action necessary to cause the Common Stock to continue to be Registered as a class of securities under  Section 12(b) of the Exchange Act and shall not take any action or file any document (whether or not  permitted by the Exchange Act) to terminate or suspend such registration and (b) file or furnish on or before  their respective due dates all reports and other documents required to be filed or furnished by the Company  pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act, and shall  not take any action or file any document (whether or not permitted by the Exchange Act) to terminate or  suspend its reporting and filing obligations under the Exchange Act. The Registration Statement (including  any amendments or supplements thereto and the Base Prospectus, the Prospectus Supplements and any  other prospectuses and prospectus supplements contained therein or related thereto and any documents  incorporated therein) shall not contain any untrue statement of a material fact or omit to state a material fact  





 






BUSINESS.28939730.5       necessary to make the statements therein, in the light of the circumstances under which they were made,  not misleading.       (c) Prospectus Amendments or Supplements. Except as provided in this Agreement  and other than periodic and current reports required to be filed pursuant to the Exchange Act, the Company  shall not file with the SEC any amendment to the Registration Statement or any supplement to the Base  Prospectus that refers to the Investor, the Transaction Documents or the transactions contemplated thereby  (including, without limitation, any Prospectus Supplement filed in connection with the transactions  contemplated by the Transaction Documents), in each case with respect to which (a) the Investor shall not  previously have been advised and afforded the opportunity to review and comment thereon at least two (2)  Business Days prior to filing with the SEC, as the case may be, (b) the Company shall not have given due  consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall  reasonably object, unless the Company reasonably has determined that it is necessary to amend the  Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any  other applicable law or regulation, in which case (i) the Company shall promptly (but in no event later than  24 hours) so inform the Investor, (ii) the Investor shall be provided with a reasonable opportunity to review  and comment upon any disclosure referring to the Investor, the Transaction Documents or the transactions  contemplated thereby, as applicable, and (iii) the Company shall expeditiously furnish to the Investor a  copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus  is required to be delivered in connection with any acquisition or sale of Securities by the Investor, the  Company shall not file any Prospectus Supplement with respect to the Securities without furnishing to the  Investor as many copies of such Prospectus Supplement, together with the Prospectus, as the Investor may  reasonably request.    (d) Sufficient Number of Shares Registered. In the event the number of shares  available under the Shelf Registration Statement at any time is insufficient to cover the Registrable  Securities, the Company shall, to the extent necessary and permissible, amend the Shelf Registration  Statement or file a new registration statement (together with any prospectuses or prospectus supplements  thereunder, a “New Registration Statement”), so as to cover all of such Registrable Securities as soon as  reasonably practicable, but in any event not later than ten (10) Business Days after the necessity therefor  arises. The Company shall use its reasonable best efforts to have such amendment and/or New Registration  Statement become effective as soon as reasonably practicable following the filing thereof.        (e) Offering. If the SEC seeks to characterize any offering pursuant to a Registration  Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit  such Registration Statement to become effective and be used by the Investor under Rule 415 at then- prevailing market prices (and not fixed prices), or if after the filing of the Initial Prospectus Supplement  with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce  the number of Registrable Securities included in such initial Registration Statement, then the Company  shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with  the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the  specific Registrable Securities to be removed therefrom) until such time as the SEC shall so permit such  Registration Statement to become effective and be used as aforesaid. In the event of any reduction in  Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration  Statements in accordance with Section 2(d) until such time as all Registrable Securities have been included  in Registration Statements that have been declared effective and the prospectuses contained therein are  available for use by the Investor.     3. RELATED OBLIGATIONS.    





 






BUSINESS.28939730.5       With respect to the Registration Statement and whenever any Registrable Securities are to be  Registered pursuant to Section 2, including on the Shelf Registration Statement or on any New Registration  Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable  Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the  Company shall have the following obligations:    (a) Notifications. The Company will notify the Investor promptly of the time when  any subsequent amendment to the Shelf Registration Statement or any New Registration Statement, other  than documents incorporated by reference, has been filed with the SEC and/or has become effective or  where a receipt has been issued therefor or any subsequent supplement to a Prospectus has been filed and  of any request by the SEC for any amendment or supplement to the Registration Statement, any New  Registration Statement or any Prospectus or for additional information.    (b) Amendments. The Company will prepare and file with the SEC, promptly upon  the Investor’s reasonable request, any amendments or supplements to the Shelf Registration Statement, any  New Registration Statement or any Prospectus, as applicable, that, in the reasonable opinion of the Investor  and the Company, may be necessary or advisable in connection with any acquisition or sale of Registrable  Securities by the Investor (provided, however, that the failure of the Investor to make such request shall not  relieve the Company of any obligation or liability hereunder).    (c) Investor Review. The Company will not file any amendment or supplement to the  Registration Statement, any New Registration Statement or any Prospectus, other than documents  incorporated by reference, relating to the Investor, the Registrable Securities or the transactions  contemplated hereby unless (A) the Investor shall have been advised and afforded the opportunity to review  and comment thereon at least two (2) Business Days prior to filing with the SEC, (B) the Company shall  have given due consideration to any comments thereon received from the Investor or its counsel, and (C)  the Investor has not reasonably objected thereto (provided, however, that the failure of the Investor to make  such objection shall not relieve the Company of any obligation or liability hereunder), and the Company  will furnish to the Investor at the time of filing thereof a copy of any document that upon filing is deemed  to be incorporated by reference into the Registration Statement or any Prospectus, except for those  documents available via EDGAR.    (d) Form S-3. The Company will cause each amendment or supplement to the  Prospectus, other than documents incorporated by reference, to be filed with the SEC as required pursuant  to the rules of Form S-3.    (e) Copies Available. The Company will furnish to the Investor and its counsel (at the  expense of the Company) copies of the Registration Statement, the Prospectus (including all documents  incorporated by reference therein), any Prospectus Supplement, any New Registration Statement and all  amendments and supplements to the Registration Statement, the Prospectus or any New Registration  Statement that are filed with the SEC during the Registration Period (including all documents filed with or  furnished to the SEC during such period that are deemed to be incorporated by reference therein), in each  case as soon as reasonably practicable upon the Investor’s request and in such quantities as the Investor  may from time to time reasonably request and, at the Investor’s request, will also furnish copies of the  Prospectus to each exchange or market on which sales of the Registrable Securities may be made; provided,  however, that the Company shall not be required to furnish any document (other than the Prospectus) to the  Investor to the extent such document is available on EDGAR.     (f) Qualification. The Company shall take all such action, if any, as is reasonably  necessary in order to obtain an exemption for or to qualify (i) the issuance of the Commitment Shares and  the sale of the Purchase Shares to the Investor under this Agreement and (ii) any subsequent resale of all  





 






BUSINESS.28939730.5       Commitment Shares and all Purchase Shares by the Investor, in each case, under applicable securities or  “Blue Sky” laws of the states of the United States in such states as is reasonably requested by the Investor  during the Registration Period, and shall provide evidence of any such action so taken to the  Investor. During the Registration Period, the Company shall promptly notify the Investor of the receipt by  the Company of any notification with respect to the suspension of the registration or qualification of any of  the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United  States or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.    (g) Notification of Stop Orders; Material Changes. The Company shall advise the  Investor promptly (but in no event later than 24 hours) and shall confirm such advice in writing, in each  case: (i) of the Company’s receipt of notice of any request by the SEC or any other federal or state  governmental authority for amendment of or a supplement to the Registration Statement or any Prospectus  or for any additional information; (ii) of the Company’s receipt of notice of the issuance by the SEC or any  other federal or state governmental authority of any stop order suspending the effectiveness of the  Registration Statement or prohibiting or suspending the use of the Prospectus or Prospectus Supplement,  or any New Registration Statement, or of the Company’s receipt of any notification of the suspension of  qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or  contemplated initiation of any proceeding for such purpose; and (iii) of the Company becoming aware of  the happening of any event, which makes any statement of a material fact made in the Registration  Statement or any Prospectus untrue or which requires the making of any additions to or changes to the  statements then made in the Registration Statement or any Prospectus in order to state a material fact  required by the Securities Act to be stated therein or necessary in order to make the statements then made  therein (in the case of any Prospectus or Prospectus Supplement, in light of the circumstances under which  they were made) not misleading, or of the necessity to amend the Registration Statement or any Prospectus  to comply with the Securities Act or any other law. The Company shall not be required to disclose to the  Investor the substance or specific reasons of any of the events set forth in clauses (i) through (iii) of the  immediately preceding sentence, but rather, shall only be required to disclose that the event has occurred.  If at any time the SEC, or any other federal or state governmental authority shall issue any stop order  suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of any  Prospectus or Prospectus Supplement, the Company shall use its reasonable best efforts to obtain the  withdrawal of such order at the earliest practicable time. The Company shall furnish to the Investor, without  charge and upon request, a copy of any correspondence from the SEC or the staff of the SEC, or any other  federal or state governmental authority to the Company or its representatives relating to the Shelf  Registration Statement, any New Registration Statement or any Prospectus or Prospectus Supplement, as  the case may be. The Company shall not deliver to the Investor any Regular Purchase Notice, Accelerated  Purchase Notice or Additional Accelerated Purchase Notice, and the Investor shall not be obligated to  purchase any shares of Common Stock under the Purchase Agreement, during the continuation or pendency  of any of the foregoing events.    (h) Listing on the Principal Market. The Company shall promptly secure the listing,  or conditional listing as applicable, of all of the Purchase Shares and Commitment Shares to be issued to  the Investor hereunder on the Principal Market (subject to standard listing conditions, if any, for transactions  of this nature, official notice of issuance and the Exchange Cap) and upon each other national securities  exchange, automated quotation system or trading market, if any, upon which the Common Stock are then  listed, quoted or trading, and shall maintain, so long as any Common Stock shall be so listed, such listing  of all such Registrable Securities from time to time issuable hereunder. The Company shall use its  commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and  shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or  rules and regulations of the Principal Market. The Company shall not take any action that would reasonably  be expected to result in the delisting or suspension of the Common Stock on the Principal Market. The  Company shall promptly, and in no event later than the following Business Day, provide to the Investor  





 






BUSINESS.28939730.5       copies of any notices it receives from any Person regarding the continued eligibility of the Common Stock  for listing on the Principal Market; provided, however, that the Company shall not provide the Investor  copies of any such notice that the Company reasonably believes constitutes material non-public information  and that the Company would not be required to publicly disclose such notice in any report or statement  filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act. The Company  shall pay all fees and expenses in connection with satisfying its obligations under this Section 3(h).      (i) Delivery of Shares. The Company shall cooperate with the Investor to facilitate the  timely preparation and delivery of DWAC Shares (not bearing any restrictive legend) representing the  Registrable Securities to be offered pursuant to the Shelf Registration Statement or any New Registration  Statement and enable such DWAC Shares to be in such denominations or amounts as the Investor may  reasonably request and registered in such names as the Investor may request.    (j) Transfer Agent. The Company shall at all times maintain the services of the  Transfer Agent with respect to its Common Stock.    (k) Approvals. The Company shall use its reasonable best efforts to cause the  Registrable Securities covered by any Registration Statement to be Registered with or approved by such  other governmental agencies or authorities in the United States as may be necessary to consummate the  disposition of such Registrable Securities.    (l) Confirmation of Effectiveness. If reasonably requested in writing by the Investor  at any time, the Company shall deliver to the Investor a written confirmation from Company’s counsel of  whether or not the effectiveness of such Registration Statement has lapsed at any time for any reason  (including, without limitation, the issuance of a stop order) and whether or not the Registration Statement  is currently effective and available to the Company for sale of all of the Registrable Securities.      (m) Further Assurances. The Company agrees to take all other reasonable actions as  necessary and reasonably requested in writing by the Investor to expedite and facilitate disposition by the  Investor of Registrable Securities pursuant to any Registration Statement.    (n) Suspension of Sales. The Investor agrees that, upon receipt of any notice from the  Company of the existence of any suspension or stop order as set forth in Section 3(f) or 3(g), the Investor  will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement  covering such Registrable Securities until the Investor's receipt of the copies of a notice regarding the  resolution or withdrawal of the suspension or stop order as contemplated by Section 3(f) or 3(g).  Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver to  the Investor DWAC Shares without any restrictive legend in accordance with the terms of the Purchase  Agreement in connection with any sale of Registrable Securities with respect to which the Investor has  entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening  of any event of the kind described in Section 3(f) or 3(g) and for which the Investor has not yet settled.    (o) Transfer Agent Instructions. On or before the date the Initial Prospectus  Supplement is filed with the SEC, the Company shall issue to the Transfer Agent the Commencement  Irrevocable Transfer Agent Instructions in the form agreed to prior to the date hereof, and on the date the  Initial Prospectus Supplement is filed with the SEC, the Company shall deliver, and shall cause legal  counsel for the Company to deliver, to the Transfer Agent for such Registrable Securities (with copies to  the Investor) confirmation that such Registration Statement has been declared effective by the SEC in the  form attached as an exhibit to the Commencement Irrevocable Transfer Agent Instructions. Thereafter, if  requested in writing by the Investor at any time, the Company shall require its legal counsel to deliver to  the Investor a written confirmation whether or not the effectiveness of such Registration Statement has  





 






BUSINESS.28939730.5       lapsed at any time for any reason (including the issuance of a stop order) and whether or not the Registration  Statement is current and available to the Investor for sale of all of the Registrable Securities.    4. OBLIGATIONS OF THE INVESTOR.    (a) Investor Information. The Investor has furnished to the Company in Exhibit A  hereto such information regarding itself, the Registrable Securities held by it, and the intended method of  disposition thereof, including any arrangement between the Investor and any other Person relating to the  sale or distribution of the Securities, as 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.  The Company shall notify the Investor in writing of any other information the Company reasonably requires  from the Investor in connection with any Registration Statement hereunder. The Investor will as promptly  as practicable notify the Company of any material change in the information set forth in Exhibit A, other  than changes in its ownership of Common Stock.    (b) Investor Cooperation. The Investor agrees to cooperate with the Company as  reasonably requested by the Company in connection with the preparation and filing of any amendments and  supplements to any Registration Statement or New Registration Statement hereunder.    5. EXPENSES OF REGISTRATION.    All reasonable expenses of the Company, other than sales or brokerage commissions and  fees and disbursements of counsel for, and other expenses of, the Investor, incurred in connection with  registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all  registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of  counsel for the Company, shall be paid by the Company.    6. INDEMNIFICATION.    (a) To the fullest extent permitted by law, the Company will, and hereby does,  indemnify, hold harmless and defend the Investor, each Person, if any, who controls the Investor, the  members, the directors, officers, partners, equityholders, employees, members, managers, agents and  representatives of the Investor and each Person, if any, who controls the Investor within the meaning of the  Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages,  liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement  (with the consent of the Company, such consent not to be unreasonably withheld) or reasonable expenses,  (collectively, “Claims”) reasonably incurred in investigating, preparing or defending any action, claim, suit,  inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or  governmental, administrative or other regulatory agency or body or the SEC, whether pending or  threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to  which any of them may become subject insofar as such Claims (or actions or proceedings, whether  commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or  alleged untrue statement of a material fact in the Shelf Registration Statement, any New Registration  Statement or any post-effective amendment thereto or in any filing made in connection with the  qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which  Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a  material fact required to be stated therein or necessary to make the statements therein not misleading, (ii)  any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or the  omission or alleged omission to state therein any material fact necessary to make the statements made  therein, in light of the circumstances under which the statements therein were made, not misleading, (iii)  any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law,  





 






BUSINESS.28939730.5       including, without limitation, any state securities law, or any rule or regulation thereunder relating to the  offer or sale of the Registrable Securities pursuant to the Shelf Registration Statement or any New  Registration Statement or (iv) any violation by the Company of this Agreement (the matters in the foregoing  clauses (i) through (iv) being, collectively, “Violations”). The Company shall reimburse each Indemnified  Person promptly as such expenses are incurred and are due and payable, for any reasonable out-of-pocket  legal fees or other reasonable expenses incurred by them in connection with investigating or defending any  such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement  contained in this Section 6(a): (A) shall not apply to a Claim by an Indemnified Person arising out of or  based upon a Violation which occurs in reliance upon and in conformity with information furnished in  writing to the Company by the Investor or such Indemnified Person expressly for use in connection with  the preparation of the Registration Statement, any New Registration Statement, the Prospectus or any such  amendment thereof or supplement thereto, if the foregoing was timely made available by the Company; (B)  with respect to use by an Indemnified Person of any superseded prospectus, shall not inure to the benefit of  any such Person to whom the Indemnified Person asserting any such Claim sold the Registrable Securities  that are the subject thereof (or to the benefit of any other Indemnified Person) if the untrue statement or  omission of material fact contained in the superseded prospectus was corrected in the revised prospectus,  as then amended or supplemented, if such revised prospectus was timely made available by the Company  pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not  to use the incorrect prospectus prior to the use giving rise to a violation; and (C) shall not apply to amounts  paid in settlement of any Claim if such settlement is effected without the prior written consent of the  Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and  effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the  transfer of the Registrable Securities by the Investor pursuant to Section 8.    (b) In connection with the Shelf Registration Statement, any New Registration  Statement or Prospectus, the Investor agrees to indemnify, hold harmless and defend, to the same extent  and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers  who signed the Shelf Registration Statement or signs any New Registration Statement, and each Person, if  any, who controls the Company within the meaning of the Securities Act or the Exchange Act (an  “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become  subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified  Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent,  that such Violation occurs in reliance upon and in conformity with written information about the Investor  set forth on Exhibit A attached hereto or updated from time to time in writing by the Investor and furnished  to the Company by the Investor expressly for inclusion in the Shelf Registration Statement or Prospectus  or any New Registration Statement; and, subject to Section 6(d), the Investor will reimburse any reasonable  out-of-pocket legal or other expenses reasonably incurred by them in connection with investigating or  defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b)  and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in  settlement of any Claim if such settlement is effected without the prior written consent of the Investor,  which consent shall not be unreasonably withheld; provided, further, however, that the Investor shall be  liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed  the net proceeds to the Investor as a result of the sale of Registrable Securities pursuant to such Registration  Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or  on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the  Investor pursuant to Section 8.     (c) Promptly after receipt by an Indemnified Person or Indemnified Party under this  Section 6 of notice of the commencement of any action or proceeding (including any governmental action  or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect  thereof is to be made against the Company, in the case of Section 6(a), and to the Investor, in the case of  





 






BUSINESS.28939730.5       Section 6(b)  (the Company or the Investor, as the case may be, an “indemnifying party”) a written notice  of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the  extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to  assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the  Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified  Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be  paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party,  the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying  party would be inappropriate due to actual or potential differing interests between such Indemnified Person  or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified  Party or Indemnified Person shall cooperate with the indemnifying party in connection with any negotiation  or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party  all information reasonably available to the Indemnified Party or Indemnified Person which relates to such  action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully  apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying  party shall be liable for any settlement of any action, claim or proceeding effected without its written  consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition  its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified  Person, consent to entry of any judgment or enter into any settlement or other compromise which does not  include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party  or Indemnified Person of a release from all liability in respect to such claim or litigation or which includes  any admission as to fault, culpability of failure to act on the part of such Indemnified Party or Indemnified  Person. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated  to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or  corporations relating to the matter for which indemnification has been made. The failure to deliver written  notice to the indemnifying party within a reasonable time of the commencement of any such action shall  not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under  this Section 6, except to the extent that the indemnifying party is materially prejudiced in its ability to  defend such action.    (d) The indemnification required by this Section 6 shall be made by periodic payments  of the amount thereof during the course of the investigation or defense, as and when bills are received or  Indemnified Damages are incurred. Any Person receiving a payment pursuant to this Section 6 which  person is later determined to not be entitled to such payment shall return such payment to the person making  it.    (e) The indemnity agreements contained herein shall be in addition to (i) any cause of  action or similar right (at law or in equity) of the Indemnified Party or Indemnified Person against the  indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to  the law.    7. CONTRIBUTION.    To the extent any indemnification by an indemnifying party is prohibited or limited by law,  the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it  would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that:  (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section  11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who  was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities  shall be limited in amount to the net amount of proceeds received by such seller from the sale of such  Registrable Securities.  





 






BUSINESS.28939730.5         8. ASSIGNMENT OF REGISTRATION RIGHTS.    The Company shall not assign this Agreement or any rights or obligations hereunder  without the prior written consent of the Investor not to be unreasonably withheld; provided, however, that  any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise,  whereby the Company remains the surviving entity immediately after such transaction shall not be deemed  an assignment. The Investor may not assign its rights under this Agreement without the prior written  consent of the Company, other than to an affiliate of the Investor controlled by Jonathan Cope or Josh  Scheinfeld, in which case the assignee must agree in writing to be bound by the terms and conditions of  this Agreement.     9. AMENDMENT OF REGISTRATION RIGHTS.    No provision of this Agreement may be amended or waived by the parties from and after  the date that is one Business Day immediately preceding the initial filing of the Initial Prospectus  Supplement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement  may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other  than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure  of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in  exercising such right or remedy, shall not operate as a waiver thereof.  10. MISCELLANEOUS.    (a) Notices. Any notices, consents or other communications required or permitted to  be given under the terms of this Agreement must be in writing and will be deemed to have been delivered:  (i) upon receipt when delivered personally; (ii) upon receipt when sent by facsimile or email (provided  confirmation of transmission is mechanically or electronically generated and kept on file by the sending  party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in  each case properly addressed to the party to receive the same. The addresses for such communications shall  be:    If to the Company:    Aquestive Therapeutics, Inc.  30 Technology Drive  Warren, New Jersey 07059    With a copy to (which shall not constitute notice or service of process):    Dechert LLP  1095 Avenue of the Americas  New York, New York 10036  Telephone: 212-698-3500  Facsimile: (212) 698-3599  Email: david.rosenthal@dechert.com; anna.tomczyk@dechert.com  Attention: David S. Rosenthal  Anna Tomczyk    If to the Investor:    





 






BUSINESS.28939730.5       Lincoln Park Capital Fund, LLC  440 North Wells, Suite 410  Chicago, IL 60654    With a copy to (which shall not constitute notice or service of process):    Katten Muchin Rosenman LLP  525 W. Monroe St.   Chicago, IL 60661  Telephone: (312) 902-5493  E-mail:  mark.wood@katten.com  Attention: Mark D. Wood, Esq.    If to the Transfer Agent:    Computershare Trust Company, N.A.  480 Washington Blvd.  Jersey City, NJ 07310  Email:  matthew.wendler@computershare.com  Attention: Matthew Wendler    or at such other address, email address and/or facsimile number and/or to the attention of such other  Person as the recipient party has specified by written notice given to each other party three (3) Business  Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient  of such notice, consent or other communication, (B) mechanically or electronically generated by the  sender’s facsimile machine or email account containing the time, date, and recipient facsimile number or  email address, as applicable, or (C) provided by a nationally recognized overnight delivery service, shall  be rebuttable evidence of personal service, receipt by facsimile or email or deposit with a nationally  recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.    (b) No Waiver No failure or delay in the exercise of any power, right or privilege  hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right  or privilege preclude other or further exercise thereof or of any other right, power or privilege.    (c) Governing Law. All questions concerning the construction, validity, enforcement  and interpretation of this Agreement shall be governed by the internal laws of the State of Delaware, without  giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or  any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State  of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal  courts sitting in the State of Delaware for the adjudication of any dispute hereunder or in connection  herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives,  and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the  jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or  that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal  service of process and consents to process being served in any such suit, action or proceeding by mailing a  copy thereof to such party at the address for such notices to it under this Agreement and agrees that such  service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein  shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any  provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or  unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that  





 






BUSINESS.28939730.5       jurisdiction or the validity or enforceability of any provision of this Agreement in any other  jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,  AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY  DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS  AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.    (d) Integration. This Agreement, the Purchase Agreement and the other Transaction  Documents constitute the entire understanding among the parties hereto with respect to the subject matter  hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth  or referred to herein and therein. This Agreement, the Purchase Agreement and the other Transaction  Documents supersede all other prior oral or written agreements between the Investor, the Company, their  affiliates and persons acting on their behalf with respect to the subject matter hereof and thereof.    (e) No Third Party Benefits. Subject to the requirements of Section 8, this Agreement  shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties  hereto.    (f) Headings. The headings in this Agreement are for convenience of reference and  shall not form part of, or affect the interpretation of, this Agreement.    (g) Counterparts. This Agreement may be executed in two or more identical  counterparts, all of which shall be considered one and the same agreement and shall become effective when  counterparts have been signed by each party and delivered to the other party. Signatures transmitted by  Adobe Sign, DocuSign, RightSignature, electronic mail, or other digital or electronic means will be treated  as original signatures for all purposes hereunder, each of which shall be of the same legal effect, validity,  and enforceability as a manually executed signature.      (h) Each party shall do and perform, or cause to be done and performed, all such  further acts and things, and shall execute and deliver all such other agreements, certificates, instruments  and documents as the other party may reasonably request in order to carry out the intent and accomplish  the purposes of this Agreement and the consummation of the transactions contemplated hereby. For the  purposes of this Agreement, except to the extent that the context otherwise requires: (i) when a reference is  made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section  of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated; (ii) headings for this Agreement  are for reference purposes only and do not affect in any way the meaning or interpretation of this  Agreement; (iii) whenever the words “include,” “includes” or “including” (or similar terms) are used in this  Agreement, they are deemed to be followed by the words “without limitation”; (iv) the words “hereof,”  “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this  Agreement as a whole and not to any particular provision of this Agreement; (v) the definitions contained  in this Agreement are applicable to the singular as well as the plural forms of such terms;; (vi) references  to a Person are also to its permitted successors and assigns; and (vii) the use of “or” is not intended to be  exclusive unless expressly indicated otherwise.     (i) The language used in this Agreement will be deemed to be the language chosen by  the parties to express their mutual intent and no rules of strict construction will be applied against any party.     (j) This Agreement is intended for the benefit of the parties hereto and their respective  permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced  by, any other Person.    [Signature Page Follows]  





 






BUSINESS.28939730.5       IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement  to be duly executed as of date first written above.      THE COMPANY:    AQUESTIVE THERAPEUTICS, INC.       By: /s/ A. Ernest Toth, Jr.  Name: A Ernest Toth, Jr.  Title: Chief Financial Officer    THE INVESTOR:     LINCOLN PARK CAPITAL FUND, LLC   BY: LINCOLN PARK CAPITAL, LLC  BY:      By: /s/ Joshua Scheinfeld  Name: Joshua Scheinfeld  Title: President