Exhibit 4.1





 


Execution
Version


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of May 14, 2020, by and between BEYOND AIR, INC., a
Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability
company (together with its permitted assigns, the “Buyer”). 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:


 


The
Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Forty Million
Dollars ($40,000,000) of Purchase Shares and to induce the Buyer 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 Buyer hereby agree as follows:


 


1.
DEFINITIONS.


 


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


 


a.
“Investor” means the Buyer,
any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with Section 9 and who
agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee
assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this
Agreement.


 


b.
“Person” means any individual
or entity including but not limited to any corporation, a limited liability company, an association, a partnership, an organization,
a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


c.
“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 pursuant to Rule 415 under the Securities Act or any successor rule providing
for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness
of such registration statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 


d.
“Registrable Securities” means
all of the Purchase Shares, including, without limitation, all of the Initial Purchase Shares (if any), that may, from time to
time, be issued or become issuable to the Investor under the Purchase Agreement (without regard to any limitation or restriction
on purchases), and any and all shares of capital stock issued or issuable with respect to the Purchase Shares or the Purchase
Agreement as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard
to any limitation on purchases under the Purchase Agreement.


 




    	 



     


    

 


e.
“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 defined below), 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.


 


f.
“Shelf Registration Statement”
means the Company’s existing registration statement on Form S-3 (File No. 333- 231416).


 


2.
REGISTRATION.


 


a.
Mandatory Registration. The Company 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 Investor and its counsel shall have a reasonable opportunity
to review and comment upon such Initial Prospectus Supplement prior to its filing with the SEC, and the Company shall give due
consideration to all such comments. 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 commercially
reasonable efforts to keep the Shelf Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act
and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the date
on which the Investor shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the
Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein) shall not contain any 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 light of the circumstances in which they were
made, not misleading.


 


c.
Sufficient Number of Shares Registered.
In the event the number of shares available under the Shelf Registration Statement is insufficient to cover all of the Registrable
Securities, or the Shelf Registration Statement is no longer effective, 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 practicable,
but in any event not later than ten (10) Business Days after the necessity therefor arises, subject to any limits that may be
imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use its commercially reasonable efforts to
cause such amendment and/or New Registration Statement to become effective as soon as practicable following the filing thereof.


 




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d.
Offering. If the staff of the SEC (the
“Staff”) or 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 for resales 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 the Registration Statement of which the Initial Prospectus
Supplement is a part, then the Company shall reduce the number of Registrable Securities to be included in such 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 Staff and 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(c) until such time as all Registrable Securities
have been included in Registration Statements that have been declared effective and the prospectuses contained therein is available
for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s
obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified
as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).


 


3.
RELATED OBLIGATIONS.


 


With
respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including
on any New Registration Statement, the Company shall use its commercially reasonable 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.
The Company shall prepare and file with the SEC
such amendments (including post-effective amendments) and supplements to the Shelf Registration Statement, any New Registration
Statement or any Prospectus, as applicable, as may be necessary to keep the Shelf Registration Statement or any New Registration
Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Securities of the Company covered by the Shelf Registration Statement or
any New Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance
with the intended methods of disposition by the Investor as set forth in such Registration Statement. 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.
The Company shall permit the Investor to review
and comment upon the Shelf Registration Statement or any New Registration Statement and all amendments and supplements thereto
at least two (2) Business Days prior to their filing with the SEC, and not file any such document in a form to which Investor
reasonably objects. The Investor shall use its commercially reasonable efforts to comment upon the Registration Statement or any
New Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date the Investor receives
the final version thereof. Company shall furnish to the Investor, without charge any correspondence from the SEC or the staff
of the SEC to the Company or its representatives relating to the Shelf Registration Statement or any New Registration Statement.


 




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c.
Upon request of the Investor, the Company shall
furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC, at least one copy of any Registration
Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference
and all exhibits, (ii) upon the effectiveness of any Registration Statement, a copy of the prospectus included in such Registration
Statement and all amendments and supplements thereto, including the Initial Prospectus Supplement (or such other number of copies
as the Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus,
as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities
owned by the Investor. For the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGAR system
shall be deemed “furnished to the Investor” hereunder.


 


d.
The Company shall use commercially reasonable
efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement under such other securities
or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare and
file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications
as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may
be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to
do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself
to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The
Company shall promptly notify the Investor who holds Registrable Securities 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 threatening
of any proceeding for such purpose.


 


e.
As promptly as practicable after becoming aware
of such event or facts, the Company shall notify the Investor in writing of the happening of any event or existence of such facts
as a result of which the prospectus included in any Registration Statement, as then in effect, includes an untrue statement of
a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, and promptly prepare a supplement or amendment to such
Registration Statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the
Investor (or such other number of copies as the Investor may reasonably request). The Company shall also promptly notify the Investor
in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration
Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to the Investor
by email or facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments
or supplements to any Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would be appropriate.


 


f.
The Company shall use its commercially reasonable
efforts to prevent the issuance of any stop order or other suspension of effectiveness of any Registration Statement, or the suspension
of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued,
to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Investor of the issuance
of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such
purpose.


 




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g.
The Company shall (i) cause all the Registrable
Securities to be listed on the Principal Market or each other each securities exchange on which securities of the same class or
series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the
rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the automated quotation
system, if any, upon which the Common Stock is then listed. The Company shall pay all fees and expenses in connection with satisfying
its obligation under this Section.


 


h.
The Company shall cooperate with the Investor
to facilitate the timely issuance of the Registrable Securities to be offered pursuant to any Registration Statement, it being
agreed that such Registrable Securities shall be issued as DWAC Shares and in such denominations or amounts as the Investor may
reasonably request and registered in such names as the Investor may request.


 


i.
The Company shall at all times provide a transfer
agent and registrar with respect to its Common Stock.


 


j.
If reasonably requested by the Investor, the
Company shall (i) promptly incorporate in a prospectus supplement or post-effective amendment such information as the Investor
believes should be included therein relating to the sale and distribution of Registrable Securities, including, without limitation,
information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other
terms of the offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement or post-effective
amendment as soon as practicable upon notification of the matters to be incorporated in such prospectus supplement or post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement or New Registration Statement.


 


k.
The Company shall use its commercially reasonable
efforts to cause the Registrable Securities covered by any Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.


 


l.
Within one (1) Business Day after any New Registration
Statement which includes the Registrable Securities is declared effective by the SEC, the Company shall deliver, and shall cause
legal counsel for the Company to deliver, to the transfer agent for such New Registrable Securities (with copies to the Investor)
confirmation that such New Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit
A. If requested by the Buyer at any time, the Company shall require its counsel to deliver to the Buyer a written confirmation
whether or not the effectiveness of the Shelf Registration Statement or any New Registration Statement has lapsed at any time
for any reason (including, without limitation, the issuance of a stop order) and whether or not any such Registration Statement
is current and available to the Buyer for sale of all of the Registrable Securities.


 


m.
The Company shall take all other reasonable actions
necessary to expedite and facilitate disposition by the Investor of the Registrable Securities pursuant to any Registration Statement.


 


4.
OBLIGATIONS OF THE INVESTOR.


 


a.
The Company shall notify the Investor in writing
of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder.
The Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended
method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such
Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.


 




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b.
The Investor agrees to cooperate with the Company
as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder.


 


c.
The Investor agrees that, upon receipt of any
notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or the first
sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of a notice regarding the resolution
or withdrawal of the stop order or suspension as contemplated by Section 3(f) or the supplemented or amended prospectus as contemplated
by the first sentence of 3(e). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly
deliver shares of Common Stock 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 an 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 the first sentence
of Section 3(e) and for which the Investor has not yet settled.


 


5.
EXPENSES OF REGISTRATION.


 


All
reasonable expenses, other than sales or brokerage commissions, 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, the members, the directors, officers, partners, employees,
agents, representatives of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities
Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified
Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’
fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) 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, 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 final prospectus (as amended or supplemented, if the Company files any amendment thereof or
supplement thereto with the SEC) 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, 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 material 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 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): (i) 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
about the Investor furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation
of the Registration Statement, any New Registration Statement or any such amendment thereof or supplement thereto or prospectus
contained therein, if such Registration Statement, New Registration Statement or amendment thereof or supplement thereto or prospectus
contained therein was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any
superseded prospectus, shall not inure to the benefit of any Indemnified Person from whom the Indemnified Person asserting any
such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such
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 such Indemnified Person, notwithstanding such advice, used it; (iii)
shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the
prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c)
or Section 3(e); and (iv) 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 9.


 




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b.
In connection with the Registration Statement
or any New Registration Statement, 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 signs the Registration Statement
or any New Registration Statement, each Person, if any, who controls the Company within the meaning of the Securities Act or the
Exchange Act (collectively and together with an Indemnified Person, 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 B attached hereto and furnished to the Company by the Investor expressly for use in connection with such registration
statement; and, subject to Section 6(d), the Investor will reimburse any legal or other expenses reasonably incurred by any Indemnified
Party 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 9.


 


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 any indemnifying party under this Section 6, deliver to the 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 fully 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 at all times 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. 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 prejudiced in its ability to defend
such action.


 




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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.


 


e.
The indemnity agreements contained herein shall
be in addition to (i) any cause of action or similar right 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 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.


 


8.
REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.


 


With
a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar
rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without
registration (“Rule 144”), the Company agrees, at the Company’s sole expense, until the Purchase Agreement
has been terminated to:


 


a.
make and keep public information available, as
those terms are understood and defined in Rule 144;


 




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b.
file with the SEC in a timely manner all reports
and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject
to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;


 


c.
furnish to the Investor so long as the Investor
owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting
and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be
reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration; and


 


d.
take such additional action as is requested by
the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering
all such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent as may be
requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to effect
such sale of securities pursuant to Rule 144.


 


The
Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that
Investor shall, whether or not it is pursuing any remedies at law, be entitled to seek equitable relief in the form of a preliminary
or permanent injunctions, without having to post any bond or other security, upon any breach or threatened breach of any such
terms or provisions.


 


9.
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.
The Investor may not assign its rights under this Agreement without the 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.


 


10.
AMENDMENT OF REGISTRATION RIGHTS.


 


No
provision of this Agreement may be amended or waived by the parties from and after the earlier of (i) the Business Day immediately
preceding the Commencement Date (as applicable) and (ii) the Business Day immediately preceding the date the Initial Prospectus
Supplement is initially filed 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.


 




    	9



     


    

 


11.
MISCELLANEOUS.


 


a.
A Person is deemed to be a holder of Registrable
Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall
act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.


 


b.
Any notices, consents, waivers 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 (1) 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:


 


Beyond
Air, Inc.


825
East Gate Blvd., Suite 320


Garden
City, New York 11530


	 	Telephone:	(516)
    665-8200
	 	E-mail:	slisi@beyondair.net
	 	Attention:	Steven
    Lisi


 


With
a copy to (which shall not constitute notice or service of process):


 


Sichenzia
Ross Ference LLP


1185
Avenue of the Americas, 37th Floor


New
York, New York 10036


	 	Telephone:	(212)
    930-9700
	 	Facsimile:	(212)
    930-9725
	 	E-mail:	gsichenzia@srf.law
	 	Attention:	Gregory
    Sichenzia


 


If
to the Investor:


 


Lincoln
Park Capital Fund, LLC


440
North Wells, Suite 410


Chicago,
IL 60654


	 	Telephone:	312-822-9300
	 	Facsimile:	312-822-9301
	 	E-mail:	jscheinfeld@lpcfunds.com/jcope@lpcfunds.com
	 	Attention:	Josh
    Scheinfeld/Jonathan Cope


 


With
a copy to (which shall not constitute notice or service of process):


 


K&L
Gates LLP


200
S. Biscayne Blvd., Suite 3900


Miami,
FL 33131


	 	Telephone:	(305)
    539-3306
	 	Facsimile:
    	(305)
    358-7095
	 	E-mail:
    	clayton.parker@klgates.com
	 	Attention:	Clayton
    E. Parker, Esq.
	 	 	 




    	10



     


    

 


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, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine or email account containing the time, date, 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 receipt from a nationally recognized overnight delivery service
in accordance with clause (i), (ii) or (iii) above, respectively.


 


c.
The corporate laws of the State of Delaware shall
govern all issues concerning the relative rights of the Company and its stockholders. All other questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Illinois, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of Illinois. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting the State of Illinois, County of Cook, 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 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.
This Agreement and the Purchase Agreement constitute
the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions,
promises, warranties or undertakings among the parties hereto, other than those set forth or referred to herein and therein. This
Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties hereto with respect to
the subject matter hereof and thereof.


 


e.
Subject to the requirements of Section 9, this
Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto.


 


f.
The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.


 


g.
This Agreement may be executed in identical counterparts,
each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed
by a party, may be delivered to the other party hereto by facsimile transmission or by e-mail in a “.pdf” format data
file of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


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.


 


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 successors and permitted assigns, and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person.


 


*
* * * * *


 




    	11



     


    

 


IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above
written.





 


	 	THE
    COMPANY: 
	 	 
	 	BEYOND
    AIR, INC. 
	 	 	 
	 	By:	/s/
    Steve Lisi
	 	Name:	Steve
    Lisi
	 	Title:	CEO


 


	 	INVESTOR:
    
	 	 	 
	 	LINCOLN
    PARK CAPITAL FUND, LLC 
	 	BY:
    LINCOLN PARK CAPITAL, LLC
	 	 
	 	By:	/s/
    Josh Scheinfeld
	 	Name:	Josh
    Scheinfeld
	 	Title:	President


 












    	12



     


    

 


EXHIBIT
A


 


TO
REGISTRATION RIGHTS AGREEMENT


 


FORM
OF NOTICE OF EFFECTIVENESS


OF
REGISTRATION STATEMENT


 


[Date]


 


[NAME/ADDRESS]


 


Re:
Beyond Air, Inc.


 


Ladies
and Gentlemen:


 


We
are counsel to Beyond Air, Inc., a Delaware corporation (the “Company”), and have represented the Company in
connection with that certain Purchase Agreement, dated as of May ___, 2020 (the “Purchase Agreement”), entered
into by and between the Company and Lincoln Park Capital Fund, LLC (the “Buyer”), pursuant to which the Company
has issued to the Buyer shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and may in the future issue to the Buyer shares of Common Stock in an amount up to an aggregate of Forty Million Dollars ($40,000,000),
in accordance with the terms of the Purchase Agreement. In connection with the transactions contemplated by the Purchase Agreement,
the Company has registered with the U.S. Securities and Exchange Commission (the “SEC”) the following shares
of Common Stock:


 





	 	(1)	[____________]
    shares of Common Stock to be issued to the Buyer upon purchase by the Buyer from the Company from time to time in accordance
    with the terms of the Purchase Agreement (the “Purchase Shares”).







 


Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of May ___, 2020, with
the Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to
register the Purchase Shares under the Securities Act of 1933, as amended (the “Securities Act”). In connection
with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on [_________], 20[__],
the Company filed a Registration Statement (File No. 333-[_________]) (the “Registration Statement”) with the
SEC relating to the resale of [the Initial Purchase Shares and] the Purchase Shares.


 


In
connection with the foregoing, we advise you that the SEC has entered an order declaring the Registration Statement effective
under the Securities Act at [_____] [A.M./P.M.] on [__________], 20[__] and we have no knowledge, after review of the stop order
notification website maintained by the SEC, that any stop order suspending its effectiveness has been issued or that any proceedings
for that purpose are pending before, or threatened by, the SEC and the Purchase Shares are available for resale under the Securities
Act pursuant to the Registration Statement and may be issued without any restrictive legend or stop transfer orders maintained
against them.


 


	 	Very
    truly yours, 
	 	 
	 	By:	 







 


	cc:	Lincoln
    Park Capital Fund, LLC	 


 




    	 



     


    

 


EXHIBIT
B


 


TO
REGISTRATION RIGHTS AGREEMENT


 


Information
About The Investor Furnished To The Company By The Investor


Expressly
For Use In Connection With The Registration Statement


 


Information
With Respect to Lincoln Park Capital


 


As
of the date of the Purchase Agreement, Lincoln Park Capital Fund, LLC, beneficially owned 63,105 shares of our common stock. Josh
Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, the manager of Lincoln Park Capital Fund, LLC,
are deemed to be beneficial owners of all of the shares of common stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope
and Scheinfeld have shared voting and investment power over the shares being offered under the prospectus filed with the SEC in
connection with the transactions contemplated under the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker
dealer or an affiliate of a licensed broker dealer.