Exhibit 10.3


 


AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT FOR INVESTORS


 


THIS AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May
16, 2019, by and among TFF Pharmaceuticals, Inc., a Delaware corporation (“Company”), and the
persons listed on Schedule A hereto, referred to individually as the “Stockholder” and collectively as
the “Stockholders”.


 


A. The
Company and certain of the Stockholders (the “Existing Stockholders”) are parties to that certain Registration
Rights Agreement dated as of March 13, 2018.


 


B. In
connection with the Securities Purchase Agreement by and among the Company and certain of the Stockholders hereto, dated as of
May 16, 2019 (the “Securities Purchase Agreement”),
the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to
such Stockholder Shares (as defined in the Securities Purchase Agreement), which will be convertible into Conversion Shares (as
defined in the Securities Purchase Agreement) in accordance with the terms of the Series A Preferred Stock, par value $0.001 (the
“Series A Preferred Stock”), set forth in the Company’s Second Amended and Restated Certificate
of Incorporation (the “Certificate”).


 


C. The
Company has agreed to provide certain registration rights under the Securities Act, and applicable state securities laws to the
Stockholders, and their assignees or successors in interest, certain rights to provide for the registration for resale of the Conversion
Shares by means of a Registration Statement under the Securities Act, pursuant to the terms of this Agreement. Such Conversion
Shares acquired by the Stockholders and their assignees or successors in interest, are referred to collectively as the “Registrable
Securities”.


 


D. In
accordance with Section 12 of the Prior Agreement, the Company and the Existing Stockholders desire to amend and restate the Prior
Agreement in its entirety as set forth herein.


 


E. Unless
otherwise provided in this Agreement, capitalized terms used herein shall have the respective meanings set forth in Section 13
hereof.


 


NOW, THEREFORE,
in consideration of the above premises and the mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and Stockholder hereby agree as follows:


 


1. Registration.


 


(a) Piggyback
Registrations Rights. If, at any time after the Company shall become subject to the periodic reporting obligations (a “Reporting
Company”) under the Securities and Exchange Act of 1934, as amended (the “1934 Act”) through
the date that is five years after the date the Company becomes a Reporting Company, there is not an effective Registration Statement
covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement
relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other
than on Form S-4 or Form S-8, each as promulgated under the Securities Act, or their then equivalent relating to equity securities
to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with
stock option or other employee benefit plans), then the Company shall send to the Stockholders a written notice of such determination
at least twenty (20) days prior to the filing of any such Registration Statement and shall, include in such Registration Statement
all Registrable Securities requested by any Stockholder hereunder to be included in the registration within ten (10) days after
the Company sends such notice to the Stockholders (the “Piggyback Shares”) for resale and offer on a
continuous basis pursuant to Rule 415; provided, that (i) if, at any time after giving written notice of its intention to register
any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company
determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any
Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration
of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the
delay in registering such other securities, (iii) each Stockholder is subject to confidentiality obligations with respect to any
information gained in this process or any other material non-public information he, she or it obtains, (iv) each Stockholder or
assignee or successor in interest is subject to all applicable laws relating to insider trading or similar restrictions; and (v)
if all of the Registrable Securities of the Stockholders cannot be so included due to Commission Comments or Underwriter Cutbacks,
then the Company may reduce, in accordance with the provisions of Section 1(c) hereof, the number of securities covered by such
Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions
of Rule 415.


 






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(b) Initial
Registration Statement. At the election of each Stockholder, the Company shall be required to include up to all Piggyback Shares
held by such Stockholder for resale and offer on a continuous basis pursuant to Rule 415 in the first Registration Statement filed
after the date that it becomes a Reporting Company (the “Initial Registration Statement”); provided,
however, that if all of the Registrable Securities of the Stockholders cannot be so included due to Commission Comments or
Underwriter Cutbacks, then the Company may reduce, in accordance with the provisions of Section 1(c) hereof, the number of securities
covered by the Initial Registration Statement to the maximum number which would enable the Company to conduct such offering in
accordance with the provisions of Rule 415.


 


(c) Cutback
Provisions. In the event all of the Registrable Securities cannot be or are not included in a Registration Statement due to
Commission Comments or Underwriter Cutbacks, the Company and the Stockholders agree that securities shall be removed from such
Registration Statement in the following order until no further removal is required by Commission Comments or Underwriter Cutbacks:


 


(i) First,
any securities held by any current or former employee, consultant or affiliate of the Company shall be removed, pro rata based
on the number of securities being registered for such employees, consultants or affiliates held by all such employees, consultants
or affiliates, and any of their affiliates and successors in interest, whether pursuant to agreement or otherwise and any other
person with any registration rights outstanding on the date hereof;


 


(ii) Second,
the securities held by National Securities Corporation (“National Securities”) and its members and affiliates,
if any, obtained solely by reason of providing services to the Company, which are being registered pursuant to any registration
rights agreement or otherwise (for clarity, any securities held by National Securities or its members or affiliates which were
acquired upon payment of a purchase price in cash or property will not be subject to this provision (c)(ii)); and


 


(iii) Third,
the Registrable Securities held by the Stockholders that are requested to be included in the Registration Statement shall be removed,
pro rata based on the number of Registrable Shares held by each Stockholder in comparison to the number of Registrable Securities
held by all Stockholders who have requested to include any Registrable Securities in the Registration Statement.


 






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(d) Mandatory
Registrations. In the event all of the Piggyback Shares of the Stockholders are not included in a Registration Statement due
to Commission Comments or Underwriter Cutbacks, the Company shall prepare and file an additional Registration Statement (the “Follow-up
Registration Statement”) with the Commission within sixty (60) days following the effectiveness of the previously
filed Registration Statement; provided, however, that the time period for filing the Follow-up Registration shall be extended
to the extent that the Commission publishes written Commission Guidance or the Company receives written Commission Guidance which
provides for a longer period before a Follow-up Registration Statement may be filed. The Follow-up Registration Statement shall
cover the resale of all of the Registrable Securities that were excluded from any previously filed Registration Statement. In the
event that all of the Piggyback Shares have not been registered in a Registration Statement after the Follow-up Registration Statement
has been declared effective, the Company shall use commercially reasonable efforts thereafter to register any remaining unregistered
Registrable Securities, subject to the provisions of Section 1(e) hereof.


 


(e) Filing;
Content. The Company will use its commercially reasonable efforts to cause each Registration Statement pursuant to which any
Registrable Securities are included, including the Initial or Follow-up Registration Statement, to contain the Plan of Distribution
substantially similar to that attached hereto as Schedule B. The Company shall use its commercially reasonable efforts to
cause any Registration Statement filed under this Section 1, including the Initial and Follow-up Registration Statement, to be
declared effective under the Securities Act as promptly as practicable after the filing thereof and shall keep such Registration
Statement continuously effective under the Securities Act until the earlier of (i) one year after its Effective Date (provided,
however, the one year period shall be extended for any Grace Period), (ii) such time as all of the Registrable Securities covered
by such Registration Statement have been publicly sold by the Stockholders, or (iii) such time as all of the Registrable Securities
covered by such Registration Statement may be sold by the Stockholders pursuant to Rule 144 without regard to both the volume limitations
for sales as provided in Rule 144 and the limitations for such sales provided in Rule 144(i), if applicable, as determined by the
counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer
agent and the affected Stockholder (“Effectiveness Period”). By 5:00 p.m. (New York City time) on the
business day immediately following the Effective Date of a Registration Statement, the Company shall file with the Commission in
accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration
Statement (whether or not such filing is technically required under such Rule).


 


(f) Termination
of Registration Rights. The registration rights afforded to the Stockholders under this Section 1 shall terminate on the earliest
date when all Registrable Securities of the Stockholder either: (i) have been publicly sold by the Stockholder pursuant to a Registration
Statement, (ii) have been covered by an effective Registration Statement which has been effective for an aggregate period of sixteen
(16) months (whether or not consecutive), provided, however, the time period shall be calculated so as to exclude any Grace Period,
or (iii) may be sold by the Stockholder pursuant to Rule 144 without regard to both the volume limitations for sales as provided
in Rule 144 and the limitations for such sales provided in Rule 144(i), if applicable, as determined by the counsel to the Company
pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected
Stockholder.


 






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2. Demand
Registration Rights.


 


(a) Demand
Right. Commencing on the date that is one hundred eighty (180) days after the Company becomes a Reporting Company, the Stockholders
as a group representing at least 50% of the Registrable Securities (a “Requesting Group”) shall have
a separate one-time right, by written notice to the Company, signed by such Stockholders (the “Demand Notice”),
to request the Company to register for resale all Registrable Securities included by the Requesting Group in the Demand Notice
(the “Demand Shares”) under and in accordance with the provisions of the Securities Act by filing with
the Commission a Registration Statement covering the resale of such Demand Shares (the “Demand Registration Statement”).
A copy of the Demand Notice also shall be provided by the Company to each of the other Stockholders who will have fifteen (15)
days to notify the Company in writing to include their Registrable Securities as part of the Demand Shares, the failure of which,
however, shall not in any way affect the rights of the Requesting Group pursuant to this Section 2(a). The Demand Registration
Statement required hereunder shall be on any form of registration statement then available for the registration of the Registrable
Securities, as selected by the Company in accordance with applicable law and regulation. The Company will use its commercially
reasonable efforts to file the Demand Registration Statement within forty-five (45) days of the receipt of the Demand Notice, provided
if the Demand Notice is given within the forty-five (45) days after the prior fiscal year end, then the Company will use its reasonably
commercial efforts to file the Demand Registration Statement within ninety (90) days of the fiscal year end of the Company. The
Company shall use its commercially reasonable efforts to cause the Demand Registration Statement to be declared effective under
the Securities Act as promptly as practicable after the filing thereof and to keep the Demand Registration Statement continuously
effective under the Securities Act during the Effectiveness Period.


 


(b) Inclusion
of Other Registrable Shares and Cutback Provisions. If as a result of Commission Comments, not all shares are included that
are desired to be included in a Registration Statement for the Demand Shares, the provisions of Section 1(c) shall apply, subject
to the Demand Priority (as defined below) of the Requesting Group. Pursuant to the piggyback registration rights granted under
this Agreement, the Company may include the Registrable Shares of the other Stockholders which will be subject to the provision
of Section 1(c) hereof, except that under Section 1(c)(iii), there will be no cutback of the Registrable Securities of the Requesting
Group until the Stockholders of Piggyback Shares and the shares of any other person exercising piggyback rights under any other
registration rights agreement (except for National Securities and their current and former affiliates, which shall have the priority
established in Section 1(c)) have been removed, and thereafter if any further Registrable Securities have to be removed then those
of the Requesting Group will be removed pro rata (the “Demand Priority”). Notwithstanding the foregoing,
if any other securities of any person other than the Stockholders or the Requesting Group or National Securities and their current
and former affiliates are included on the Demand Registration Statement, such securities will be removed, if required pursuant
to Commission Comments, after removal of the securities indicated in Section 1(c)(i) and before the securities indicated in Section
1(c)(ii), as such persons decide among themselves, and if there is no agreement at to such removal provided to the Company within
a reasonable time, time being of the essence, then all the such securities will be removed.


 


(c) Termination
of Demand Registration Rights. The registration rights afforded to each Stockholder under this Section 2 shall terminate on
the earliest date when all Registrable Securities of the Stockholder either: (i) have been publicly sold by the Stockholder pursuant
to a Registration Statement, or (ii) may be sold by the Stockholder pursuant to Rule 144 without regard to both the volume limitations
for sales as provided in Rule 144 and the limitations for such sales provided in Rule 144(i), if applicable, as determined by the
counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer
agent and the affected Holder in its reasonable discretion.


 


3. Registration
Procedures. Whenever any Registrable Securities are to be registered pursuant to this Agreement, the Company shall use its
commercially reasonable efforts to effect the registration and sale of such 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 Commission a Registration Statement with respect to such Registrable Securities and use
its commercially reasonable efforts to cause such Registration Statement to become effective.


 






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(b) The
Company shall prepare and file with the Commission such amendments (including post-effective amendments) and supplements to a Registration
Statement and the Prospectus used in connection with such Registration Statement, which Prospectus is to be filed pursuant to Rule
424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during
the Effectiveness 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 such 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 seller or sellers thereof
as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required
to be filed pursuant to this Agreement by reason of the Company filing a report on Forms 10-K, 10-Q or Current Report on Form 8-K,
or any analogous report under the Securities Exchange Act, the Company shall have incorporated such report by reference into such
Registration Statement, if applicable, or shall file such amendments or supplements with the Commission on the same day on which
the Securities Exchange Act report is filed which created the requirement for the Company to amend or supplement such Registration
Statement.


 


(c) The
Company shall furnish to each Stockholder holding Registrable Securities in any Registration Statement, without charge, (i) promptly
after the same is prepared and filed with the Commission at least one copy of such Registration Statement and any amendment(s)
thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by such seller,
all exhibits and each preliminary Prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the
Prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as
such seller may reasonably request), and (iii) such other documents, including copies of any preliminary or final Prospectus, as
such seller may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned
by such seller.


 


(d) The
Company shall use its commercially reasonable efforts to (i) register and qualify, unless an exemption from registration and qualification
applies, the resale by any seller of the Registrable Securities covered by a Registration Statement under such other securities
or “blue sky” laws of all applicable jurisdictions in the United States, (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 Effectiveness Period, (iii) take such other actions as may be necessary to maintain
such registrations and qualifications in effect at all times during the Effectiveness 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.


 


(e) The
Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration
Statement, or the suspension of the qualification of any of 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 practicable time and to notify
the Stockholders holding any Registrable Securities included in the offering under such Registration Statement 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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(f) The
Company shall notify the Stockholder in writing of the happening of any event, as promptly as practicable after becoming aware
of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue
statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice
contain any material, nonpublic information), and, subject to Section 3(r), promptly prepare a supplement or amendment to such
Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment
to the Stockholder (or such other number of copies as the Stockholder may reasonably request).


 


(g) The
Company shall promptly notify the Stockholder 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 Stockholder by facsimile on the same day of such effectiveness or by overnight delivery), (ii) of any
request by the Commission for amendments or supplements to a 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.


 


(h) If
the Stockholder is required under applicable securities laws to be described in a Registration Statement as an underwriter, at
the reasonable request of such Stockholder, the Company shall use its best efforts to furnish to such Stockholder, on the date
of the effectiveness of such Registration Statement and thereafter from time to time on such dates as the Stockholder may reasonably
request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and substance
as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed
to the Stockholder, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration
Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Stockholder.


 


(i) If
the Stockholder is required under applicable securities laws to be described in a Registration Statement as an underwriter, then
at the request of such Stockholder in connection with such Stockholder’s due diligence requirements, the Company shall make
available for inspection by (i) the Stockholder, (ii) the Stockholder’s legal counsel, and (iii) one firm of accountants
or other agents retained by the Stockholder (collectively, the “Inspectors”), all pertinent financial
and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”),
as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers, directors and employees to supply
all information which any Inspector may reasonably request; provided, however, that each Inspector shall agree to
hold in strict confidence and shall not make any disclosure (except to the Stockholder) or use of any Record or other information
which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless
(a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or
is otherwise required under the Securities Act, (b) the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made
generally available to the public other than by disclosure in violation of this or any other agreement of which the Inspector has
knowledge. Each Stockholder agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental
body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense,
to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.
Nothing herein (or in any other confidentiality agreement between the Company and the Stockholder) shall be deemed to limit the
Stockholder’s ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.


 






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(j) The
Company shall hold in confidence and not make any disclosure of information concerning the Stockholder provided to the Company
unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of
such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of
such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent
jurisdiction, (iv) such information has been made generally available to the public other than by disclosure in violation of this
Agreement or any other agreement, or (v) the Stockholder provides information to the Company intended for inclusion in a Registration
Statement. The Company agrees that it shall, upon learning that disclosure of such information concerning the Stockholder is sought
in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Stockholder
if permitted by applicable law or regulation and allow the Stockholder, at the Stockholder’s expense, to undertake appropriate
action to prevent disclosure of, or to obtain a protective order for, such information.


 


(k) The
Company shall (i) if applicable, use its best efforts to cause all of the Registrable Securities covered by a Registration Statement
to be listed on 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) otherwise, use
its commercially reasonable efforts to secure designation and quotation of all of the Registrable Securities covered by a Registration
Statement on any one of the different levels of The NASDAQ Stock Market, or (iii) if, despite the Company’s best efforts
or commercially reasonable efforts, as applicable, to satisfy, the preceding clauses (i) and (ii) the Company is unsuccessful in
satisfying the preceding clauses (i) and (ii), to instead secure the inclusion for quotation on the Over-the-Counter Bulletin Board
for such Registrable Securities and, without limiting the generality of the foregoing, to use its commercially reasonable efforts
to encourage at least two market makers to register with the Financial Industry Regulatory Authority, Inc. (“FINRA”)
as such with respect to such Registrable Securities. For the avoidance of doubt, subject to and in accordance with Section 5, the
Company shall pay all fees and expenses of the Company in connection with satisfying its obligation under this Section 3(k).


 


(l) If
requested by the Stockholder, the Company shall (i) as soon as practicable incorporate in a Prospectus supplement or post-effective
amendment such information as the Stockholder reasonably requests to 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
offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be
sold in such offering; (ii) as soon as practicable make all required filings of such Prospectus supplement or post-effective amendment
after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; and (iii) as
soon as practicable, supplement or make amendments to any Registration Statement if reasonably requested by the Stockholder holding
any Registrable Securities.


 


(m) The
Company shall cooperate with each Stockholder who holds Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities
to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the
case may be, as the Stockholder may reasonably request and registered in such names as the Stockholder may request.


 


(n) The
Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement to
be registered with or approved by such other U.S. governmental agencies or authorities, but only in matters not contemplated in
Section 3(d) or reasonably related to such matters (which matters are to be governed exclusively by Section 3(d)), as may be strictly
necessary to consummate the disposition of such Registrable Securities by the Stockholder strictly in accordance with the Plan
of Distribution included in the Registration Statement (as such Plan of Distribution may be modified from time to time in any filing
with the Commission).


 






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(o) The
Company shall make generally available to its security holders as soon as practicable, but not later than ninety (90) days after
the close of the period covered thereby (or, if different, within the period permitted for the filing of reports on Forms 10-K
or 10-Q), an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under the Securities
Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following
the Effective Date of a Registration Statement.


 


(p) The
Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission
in connection with any registration hereunder.


 


(q) Within
two (2) business days after a Registration Statement which covers Registrable Securities is ordered effective by the Commission,
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 Stockholder whose Registrable Securities are included in such Registration Statement) confirmation
that such Registration Statement has been declared effective by the Commission in the form attached hereto as Exhibit A
and the Irrevocable Transfer Agent Instructions in the form attached hereto as Exhibit B.


 


(r) Notwithstanding
anything to the contrary herein, at any time after the Effective Date of a Registration Statement, the Company may delay the disclosure
of material, non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion
of the Board of Directors of the Company, in the best interest of the Company and not, after consultation with legal counsel, otherwise
required (a “Grace Period”); provided, that the Company shall promptly (i) notify the Stockholder in
writing of the existence of material, non-public information giving rise to a Grace Period (provided that in each notice the Company
will not disclose the content of such material, non-public information to the Stockholder) and the date on which the Grace Period
will begin, and (ii) notify the Stockholder in writing of the date on which the Grace Period ends; and, provided further, that
no Grace Period shall exceed sixty (60) consecutive days and during any three hundred sixty-five (365) day period such Grace Periods
shall not exceed an aggregate of one hundred twenty (120) days (each, an “Allowable Grace Period”). For
purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Stockholder
receives the notice referred to in clause (i) and shall end on and include the later of the date the Stockholder receives the notice
referred to in clause (ii) and the date referred to in such notice. The provisions of Section 3(f) hereof shall not be applicable
during the period of any Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by Section
3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable.
Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock
to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder
has entered into a contract for sale, and delivered a copy of the Prospectus included as part of the applicable Registration Statement
(unless an exemption from such Prospectus delivery requirements exists), prior to the Stockholder’s receipt of the notice
of a Grace Period or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company that gave
rise to the Grace Period, and for which the Stockholder has not yet settled.


 


4. Obligations
of the Stockholders.


 


(a) At
least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the
Stockholders in writing of the information the Company requires from each Stockholder if the Stockholder’s Registrable Securities
are to be included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete
the registration pursuant to this Agreement with respect to any Registrable Securities of the Stockholder that the Stockholder
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 effectiveness of 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
Stockholder, by the Stockholder’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Stockholder
has notified the Company in writing of the Stockholder’s election to exclude all of the Stockholder’s Registrable Securities
from such Registration Statement.


 


(c) The
Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections
3(e) or 3(f) or of a Grace Period under Section 3(r), the Stockholder will immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statement(s) covering such Registrable Securities until the Stockholder’s receipt of the copies
of the supplemented or amended Prospectus contemplated by Sections 3(e) or 3(f) or receipt of notice that no supplement or amendment
is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares
of Common Stock to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which
the Stockholder has entered into a contract for sale prior to the Stockholder’s receipt of a notice from the Company of the
happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge
of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period
or of the Section 3(e) or 3(f) event, and for which the Stockholder has not yet settled.


 


(d) The
Stockholder covenants and agrees that it will comply with the Prospectus delivery requirements of the Securities Act as applicable
to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


5. Registration
Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including without
limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses,
messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and
all independent certified public accountants, underwriters (excluding discounts, commissions and placement agent fees) and other
Persons retained by the Company (all such expenses being herein called “Registration Expenses”), shall
be borne by the Company. Further, the Company shall pay its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review,
the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities
exchange on which similar securities issued by the Company are then listed.


 






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6. Indemnification.


 


In the event any Registrable
Securities are included in a Registration Statement under this Agreement:


 


(a) To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Stockholder, the
directors, officers, members, partners, employees, agents, representatives of, and each Person, if any, who controls the Stockholder
within the meaning of the Securities Act or the Securities Exchange Act (each, an “Indemnified Person”),
against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable 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 Commission, 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 a 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 any preliminary Prospectus
if used prior to the effective date of such Registration Statement, or contained in the final Prospectus (as amended or supplemented,
if the Company files any amendment thereof or supplement thereto with the Commission) or the omission or alleged omission to state
therein any material fact necessary to make the statements made therein, in the 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 or the Securities
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 a Registration Statement or (iv) any violation of this Agreement
(the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). Subject to
Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable,
for any 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 furnished in writing to the Company by such Indemnified Person or by a Related Information Provider expressly
for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto and
(ii) shall not be available to the extent such Claim is based on a failure of the Stockholder to deliver or to cause to be delivered
the Prospectus made available by the Company, including a corrected Prospectus, if such Prospectus or corrected Prospectus was
timely made available by the Company pursuant to Section 3(c); and (iii) 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
or delayed. 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 Stockholder pursuant to Section 10. “Related
Information Provider” means, in respect of any Indemnified Person, the Stockholder to which such Indemnified Person
is related or another Indemnified Person that is related to the Stockholder to which such Indemnified Person is related.


 






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(b) To
the fullest extent permitted by law, in connection with any Registration Statement in which a Stockholder’s Registrable Securities
are included or in which a Stockholder is otherwise participating, such Stockholder will severally and not jointly indemnify and
hold harmless the Company, each of its directors, each of its officers who has signed the Registration Statement, each Person,
if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Stockholder or other Person
selling securities in such Registration Statement and any controlling person of any such underwriter or other Stockholder or other
Person (each an “Other Indemnified Person”), against any Claims 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 furnished by such Stockholder or by a Related Information Provider expressly
for use in connection with such Registration Statement; and each such Stockholder will pay, as incurred, any legal or other expenses
reasonably incurred by any Other Indemnified Person intended to be indemnified pursuant to this Section 6(b), in connection with
investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section
6(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the prior written consent
of the Stockholder, which consent shall not be unreasonably withheld; provided, further, however, that the
Stockholder 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 Stockholder as a result of the sale of Registrable Securities pursuant to such Registration Statement, except
in the case of fraud by such Stockholder. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Other Indemnified Person and shall survive the transfer of the Registrable Securities by the Stockholder
pursuant to Section 10.


 


(c) Promptly
after receipt by an Indemnified Person or Other Indemnified Person 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 Other Indemnified
Person shall, if a claim for indemnification 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 reasonably satisfactory
to the Indemnified Person or the Other Indemnified Person, as the case may be; provided, however, that an Indemnified
Person or Other Indemnified Person shall have the right to retain its own counsel with the fees and expenses of not more than one
counsel for all such Indemnified Persons or all such Other Indemnified Persons 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 Other Indemnified Person and the indemnifying party would be inappropriate due to actual or potential differing interests between
such Indemnified Person or Other Indemnified Person and any other party represented by such counsel in such proceeding. The Other
Indemnified Person or Indemnified Person, as applicable, 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 such Other Indemnified Person or such Indemnified Person which relates to such action or Claim. The indemnifying
party shall keep the Other Indemnified Person or Indemnified Person, as applicable, reasonably 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 prior written consent; provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent
of the Other Indemnified Person or Indemnified Person, as applicable, 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 Other
Indemnified Person or such Indemnified Person of a release from all liability in respect to the Claim at issue, and such settlement
shall not include any admission as to fault on the part of such Other Indemnified Person or such Indemnified Person. Following
indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Other Indemnified Person
or Indemnified Person, as applicable, 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 Other Indemnified
Person, as applicable, under this Section 6, except to the extent that the indemnifying party is materially 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, subject to an undertaking by the Indemnified Person
or the Other Indemnified Person, as applicable, to return such payments to the extent a court of competent jurisdiction or other
competent authority determines that such payments were unlawful or were not required under this Agreement.


 


(e) Without
any duplication or multiplication of damages, the indemnity agreements contained herein shall be in addition to (i) any cause of
action or similar right of the Other Indemnified Person or Indemnified Person against the indemnifying party or others, and (ii)
any liabilities the indemnifying party may be subject to pursuant to the law.


 


(f) Unless
suspended by the underwriting agreement applicable to any registration, the obligations of the Company and Stockholders under this
Section 6 shall survive the completion of any offering of Registrable Securities in a Registration Statement under this Agreement,
or otherwise.


 


7. Contribution.
To the extent any indemnification by an indemnifying party is prohibited or limited by law, such 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 Person involved in the sale of Registrable Securities which Person
is guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Securities Act) in connection with such sale
shall be entitled to contribution from any Person involved in such sale 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 pursuant to such Registration Statement


 


8. No
Delay of Registration. No Stockholder shall have any right to obtain or seek an injunction restraining or otherwise delaying
any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this
Agreement.


 


9. Reports
under Securities Exchange Act. With a view to making available to the Stockholder the benefits of Rule 144 promulgated under
the Securities Act or any other similar rule or regulation of the Commission that may at any time permit the Stockholder to sell
securities of the Company to the public without registration, once the Company becomes a Reporting Company, the Company agrees
to use its commercially reasonable efforts to continue to be a Reporting Company for five years and further during such time it
is a Reporting Company the Company agrees to use its best efforts to:


 


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


 


(b) file
with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the
Securities 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; and


 


(c) furnish
to the Stockholder so long as the Stockholder owns Registrable Securities, promptly upon request, (i) a written statement by the
Company, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Securities 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 Stockholder to sell such securities
pursuant to Rule 144 without registration.


 






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10. Assignment
of Registration Rights. The rights under this Agreement shall be automatically assignable by the Stockholder to any transferee
of all or any portion of the Stockholder’s Registrable Securities if: (i) the Stockholder agrees in writing with the transferee
or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such
assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a)
the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are
being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities
by the transferee or assignee is or might be restricted under the Securities Act and applicable state securities laws; and (iv)
at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee
agrees in writing with the Company to be bound by all of the provisions contained herein.


 


11. Subsequent
Registration Rights. The Company agrees that after the date hereof and excluding any registration rights agreement with National
Securities or its members and affiliates, it will not grant to any person any registration right or proceed to register any securities
of any person unless it provides in such agreement or registration that any securities being registered under such agreement or
registration will be subject to the cutback provisions of this Agreement as provided in Section 1(c) and Section 2(b).


 


12. Amendment
of Registration Rights. Provisions of this Agreement may be amended and the observance thereof may be waived (either generally
or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders
of at least a majority of the then outstanding Registrable Securities. Any amendment so effected will be binding upon all Stockholders,
whether or not such Stockholder consents thereto.


 


13. Definitions.


 


(a) “Commission”
means the Securities and Exchange Commission.


 


(b) “Commission
Comments” means written comments pertaining solely to Rule 415 or other comments to the extent they relate to
Rule 415 which are received by the Company from the Commission, and a copy of which shall have been provided by the Company to
the Stockholder, to a filed Registration Statement which limit the amount of shares which may be included therein to a number of
shares which is less than such amount sought to be included thereon as filed with the Commission.


 


(c) “Commission
Guidance” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission
staff, (ii) the Securities Act or (iii) the Securities Exchange Act.


 


(d) “Common
Stock” means the common stock, $0.001 par value per share, of the Company.


 


(e) “Effective
Date” means, as to a Registration Statement, the date on which such Registration Statement is first declared effective
by the Commission.


 


(f) “Person”
means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust,
a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.


 






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(g) “Prospectus”
means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus


 


(h) “Registrable
Securities” means (i) the Conversion Shares issued or issuable to the Stockholder or its assignees or successor in
interest pursuant to conversion of the Shares and (ii) any other shares of Common Stock or any other securities issued or issuable
with respect to the securities referred to in clause (i) by way of a stock dividend or stock split or in connection with an exchange
or combination of shares, recapitalization, merger, consolidation or other reorganization.


 


(i) “Registration
Statement” means any registration statement (including, without limitation, the Initial Registration Statement or
the Follow-up Registration Statement) required to be filed hereunder (which, at the Company’s option, may be an existing
registration statement of the Company previously filed with the Commission, but not declared effective), including (in each case)
the Prospectus, amendments and supplements to the Registration Statement or Prospectus, including pre- and post-effective amendments,
all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in the Registration
Statement.


 


(j) “Reporting
Company” means a company that is obligated to file periodic reports under Sections 13 or 15(d) of the Securities
Exchange Act.


 


(k) “Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the Commission that may at any time permit the Stockholder
to sell securities of the Company to the public without registration.


 


(l) “Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such
Rule.


 


(m) “Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such
Rule.


 


(n) “Securities
Act” means the Securities Act of 1933, as amended from time to time together with the regulations promulgated thereunder.


 


(o) “Securities
Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, together with the regulations
promulgated thereunder.


 






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(p) “Underwriter
Cutbacks” means any reduction in the number of shares suggested by any managing underwriter to be included in a registration
under a Registration Statement based upon the guidance in this Section 13(p). In connection with any offering involving an underwriting
of shares of the Company’s capital stock, the Company shall not be required under Section 1 to include any of the Stockholders’
securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters,
and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering
by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in
such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole
discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that
number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not
jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according
to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions
as shall mutually be agreed to by such selling shareholders); provided, that any such cutback will be effected in accordance with
the priorities established by Section 1(c); provided further that in no event shall the amount of securities of the selling Stockholders
included in the offering be reduced below 30% of the total amount of securities included in such offering.


 


14.Market Stand-Off.
In connection with the Initial Public Offering of the Company’s securities, if any, each Stockholder hereby agrees not to
sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company
however or whenever acquired (other than those included in the registration, if any) without the prior written consent of the managing
or lead underwriter of such offering, for a period of one hundred eighty (180) days from the effective date of such registration
(the “Restricted Period”), and to the extent requested by the underwriter, each Stockholder shall, at
the time of such offering, execute an agreement reflecting these requirements binding on such Stockholder that are substantially
consistent with this Section 14; provided, however, that if during the last seventeen (17) days of the Restricted
Period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to
the expiration of the Restricted Period the Company announces that it will release earnings results during the sixteen (16) day
period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required
by any FINRA rules, the restrictions imposed by this Section 14 shall continue to apply until the end of the third (3rd) trading
day following the expiration of the fifteen (15) day period beginning on the issuance of the earnings release or the occurrence
of the material news or material event. In no event will the Restricted Period extend beyond two hundred sixteen (216) days after
the effective date of the registration statement. In order to enforce the restriction set forth above or any other restriction
agreed by Stockholder, including without limitation any restriction requested by the underwriters of any Initial Public Offering
of the securities of the Company agreed by such Stockholder, the Company may impose stop-transfer instructions with respect to
any security acquired under or subject to this Agreement until the end of the applicable stand-off period. The Company’s
underwriters shall be third-party beneficiaries of the agreement set forth in this Section 14. Each Stockholder agrees that prior
to the Company’s Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in
writing to be bound by all of the provisions of this Section 14, provided that this Section 14 shall not apply to transfers
pursuant to a Registration Statement.


 


Each Stockholder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable
Securities of each Stockholder issued before the Company’s Initial Public Offering (and the shares or securities of every
other person subject to the restriction contained in this Section 14):


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION
STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES,
A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE
SHARES.


 


After the Company’s Initial Public
Offering and expiration of any lock-up period, upon request of any Stockholder who is a holder of record of the shares represented
by any stock certificate(s) bearing such legend and the surrender of such certificate(s) in connection with such request, the Company
shall cause its transfer agent to promptly issue replacement certificate(s) not bearing such legend representing the shares represented
by such surrendered stock certificate(s).


 






    15


     


    

 


15. 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 such record
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 that for notices via facsimile, confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party, and that for notices via email, such email is kept on file (whether electronically
or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s
email server that such email could not be delivered to such recipient); 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, facsimile
numbers and email addresses for such communications shall be:


 


If to the Company:


 


TFF Pharmaceuticals, Inc.


2801 Via Fortuna


Suite 425


Austin, Texas 78746


E-mail: kcoleman@tffpharma.com

Attention: Kirk Coleman


 


with a copy (for informational
purposes only) to:


 


Greenberg Traurig, LLP


3161 Michelson Drive, Suite
1000


Irvine, CA 92612


Facsimile: (949) 732-6501


E-mail: DonahueD@gtlaw.com


Attention: Daniel K. Donahue,
Esq.


and


 


If to any Stockholder,
at the address for such Stockholder on the records of the Company, which may include the information on Schedule A hereto.


 


or to such other 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 five (5) 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
containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a
courier or overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively. A copy of the email transmission
containing the time, date and recipient e-mail address shall be rebuttable evidence of receipt by email in accordance with clause
(ii) above.


 






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(c) 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.


 


(d) All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State
of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the
State of New York, 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.


 


(e) This
Agreement and the instruments referenced herein and therein 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, other than those set
forth or referred to herein and therein. This Agreement and the instruments referenced herein and therein supersede all prior agreements
and understandings among the parties hereto with respect to the subject matter hereof and thereof.


 


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


 


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


 


(h) 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 other electronic transmission (such as but not limited to an email attachment in PDF format) of a copy of this Agreement bearing
the signature of the party so delivering this Agreement. This Agreement may also be executed by electronic signature of such Person.


 






    17


     


    

 


(i) 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 any 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.


 


(j) All
consents and other determinations required to be made by the Stockholder pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Stockholder.


 


(k) 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.


 


(l) This
Agreement is intended for the benefit of, and shall be binding upon, 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.


 


(m) The
obligations of each Stockholder hereunder are several and not joint with the obligations of any other Stockholder, and no provision
of this Agreement is intended to confer any obligations on a Stockholder vis-à-vis any other Stockholder. Nothing contained
herein, and no action taken by any Stockholder pursuant hereto, shall be deemed to constitute the Stockholder as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Stockholder are in any way acting
in concert or as a group with respect to such obligations or the transactions contemplated herein.


 


(n) Currency.
As used herein, “Dollar”, “US Dollar” and “$” each mean the lawful money of the United States.


 


[Signature pages follow immediately]


 




    18


     


    

IN WITNESS WHEREOF,
the parties have executed this Amended and Restated Registration Rights Agreement as of the date first written above.


 


	 	COMPANY:
	 	 
	 	TFF PHARMACEUTICALS, INC.
	 	 	 
	 	By:  	/s/ Glenn Mattes
	 	 	Name: Glenn Mattes
	 	 	Title: Chief Executive Officer and President


 


[Stockholder Signature Page Follows]


 




    19


     


    

 


STOCKHOLDER SIGNATURE PAGE FOR REGISTRATION
RIGHTS AGREEMENT


 


WITH TFF PHARMACEUTICALS, INC.


 


[Stockholder’s
signature to be provided (i) with respect to Existing Stockholders, by the consent of the required Stockholders, and (ii) for all
other Stockholders, by way of its execution of the Omnibus Signature Page to the Agent’s “Omnibus Signature Page and
Investor Questionnaire” with respect to this Offering.]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    20


     


    

 


EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


[Transfer Agent]


[Address]


Attention:


 


		Re:	TFF Pharmaceuticals, Inc.



 


Ladies and Gentlemen:


 


[We are][I am] counsel
to TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection
with that certain Registration Rights Agreement with _____________ (the “Stockholder”) (the “Registration Rights
Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined
in the Registration Rights Agreement), under the Securities Act of 1933, as amended (the “1933 Act”). In connection
with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a registration
statement on Form S-[1] (File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange
Commission (the “SEC”) relating to the Registrable Securities which names the Stockholder as a selling stockholder
thereunder.


 


In connection with the
foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered
an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS]
and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, 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 Registrable
Securities are available for resale under the 1933 Act pursuant to the Registration Statement.


 


If applicable, you may
receive notices from the Company pursuant to the Company’s rights or obligations under the Registration Rights Agreement
in connection with stop orders or other restrictions on transfer of the shares included in such Registration Statement, but [we][I]
[are][am] not obligated to update this letter or otherwise inform you of any such stop order or restriction.


 


[Other applicable disclosure
to be inserted here, if appropriate.]


 


	 	Very truly yours,




 




     


     


    

 


EXHIBIT B


 


IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


 


_______________, 2018


 


[Addressed to Transfer Agent]


_______________________


_______________________


 


		Attention:	[________________________]



 


Ladies and Gentlemen:


 


Reference
is made to that certain Registration Rights Agreement, dated as of [●], 2018 (the
“Agreement”), by and among TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
and _________________________ (the “Stockholder”), pursuant to which the Company is obligated to register certain
shares held by the Stockholder (the “Stockholder Shares”) of Common Stock of the Company, par value $0.001 per
share (the “Common Stock”).


 


This letter shall serve
as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to
issue shares of Common Stock upon transfer or resale of the Stockholder Shares, unless we have otherwise informed you of the termination
of effectiveness of the registration statement in which the Stockholder Shares are included, a stop order or another transfer restriction.
We may also later inform you that after the termination of effectiveness of such registration statement that a registration statement
in which the Stockholder’s Shares are included, or that such stop order has been lifted or that such transfer restriction
is not applicable, in which case this authorization and direction shall be reinstated and be effective.


 


You acknowledge and agree
that so long as you have previously received (a) written confirmation from the Company’s legal counsel that either (i) a registration
statement covering resales of the Stockholder Shares has been declared and remains effective by the Securities and Exchange Commission
(the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), or (ii) sales
of the Stockholder Shares may be made in conformity with Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable,
a copy of such registration statement, and (c) notice from legal counsel to the Company or any Stockholder that a transfer of Stockholder
Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant
to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Stockholder Shares
registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common
Stock evidenced thereby and should not be subject to any stop-transfer restriction; provided, however, that if such shares of Common
Stock and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common
Shares shall bear the following legend:


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY
NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.


 






     


     


    

 


A form of written confirmation
from the Company’s outside legal counsel that a registration statement covering resales of the Stockholder Shares has been
declared effective by the SEC under the 1933 Act is attached hereto. We will inform you of any stop orders or other transfer restrictions.


 


Please execute this letter
in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions
concerning this matter, please contact me at ____________.


 


	 	Very truly yours,
	 	 	 
	 	TFF Pharmaceuticals, Inc.
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


THE FOREGOING INSTRUCTIONS ARE


ACKNOWLEDGED AND AGREED TO


 


this ___ day of ________________, 2018


 


[TRANSFER AGENT]


 


	By: 	 	 
	 	Name: 	 
	 	Title: 	 


 


Enclosures


 


Copy: Stockholder


 




     


     


    

 


SCHEDULE A


 


LIST OF STOCKHOLDERS


 


	Name	 	Address
	 	 	 



 


 




     


     


    

SCHEDULE B


 


SELLING STOCKHOLDERS


 


The shares of common
stock being offered by the selling stockholders are those issuable to the selling stockholders upon [conversion of the Series A
Convertible Preferred Stock and exercise of the warrants]. For additional information regarding the issuance of the [Series A Convertible
Preferred Stock and the warrants], see “Private Placement of Series A Convertible Preferred Stock” above. We are registering
the shares of common stock in order to permit the selling stockholders to offer the shares for resale [from time to time]. Except
for the ownership of [the Series A Convertible Preferred Stock issued pursuant to and in connection with the Securities Purchase
Agreement, and the warrants issued pursuant to and the agreements governing our engagement of National Securities Corporation as
a placement agent for the private placement of the Series A Convertible Preferred Stock and the engagement of National Securities
Corporation as an underwriter for a public offering of common stock by the Company, and our engagement of an affiliate of National
Securities Corporation as a consultant in respect of our patents and intellectual property] the selling stockholders have not had
any material relationship with us within the past three years.


 


The table below lists
the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling
stockholders. The second column lists the number of shares of common stock beneficially owned by the selling stockholders, based
on their respective ownership of shares of common stock [, Series A Convertible Preferred Stock and warrants,] as of ________,
20__, [assuming conversion of the Series A Convertible Preferred Stock and exercise of the warrants held by each such selling stockholder
on that date but taking account of any limitations on conversion and exercise set forth therein].


 


The third column lists
the shares of common stock being offered by this prospectus by the selling stockholders [and does not take into account any limitations
on (i) conversion of the Series A Convertible Preferred Stock or (ii) exercise of the warrants set forth therein].


 


In accordance with
the terms of a registration rights agreement with the holders of the Series A Convertible Preferred Stock and the warrants, this
prospectus generally covers the resale of [(i) the shares of common stock issued upon conversion of the Series A Convertible Preferred
Stock and (ii) the maximum number of shares of common stock issuable upon exercise of the warrants, in each case, determined as
if the outstanding Series A Convertible Preferred Stock and warrants were converted or exercised (as the case may be) in full (without
regard to any limitations on conversion or exercise contained therein) as of the trading day immediately preceding the date this
registration statement was initially filed with the SEC]. Because the conversion price of the Series A Convertible Preferred Stock
and the exercise price of the warrants may be adjusted, the number of shares that will actually be issued may be more or less than
the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling
stockholders pursuant to this prospectus.


 


See “Plan of
Distribution.”


 




     


     


    

 


	Name of Selling Stockholder	 	Number
of Shares of Common Stock Owned Prior to the Offering
	 	Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus	 	Number of Shares of Common Stock Owned After the Offering
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 




     


     


    

 


PLAN OF DISTRIBUTION


 


We are registering
the shares of common stock issued upon conversion of the Series A Convertible Preferred Stock to permit the resale of these shares
of common stock by the holders of Common Stock from time to time after the date of this prospectus. We will not receive any of
the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident
to our obligation to register the shares of common stock.


 


The selling stockholders
may sell all or a portion of the shares of common stock held by them and offered hereby from time to time directly or through one
or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers,
the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares
of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at
varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve
crosses or block transactions, pursuant to one or more of the following methods:


 


		●	on any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale;



		●	in the over-the-counter market;



		●	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;



		●	through the writing or settlement of options, whether such options are listed on an options exchange
or otherwise;



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



		●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;



		●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



		●	an exchange distribution in accordance with the rules of the applicable exchange;



		●	privately negotiated transactions;



		●	short sales made after the date the Registration Statement is declared effective by the SEC;



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



		●	a combination of any such methods of sale; and



		●	any other method permitted pursuant to applicable law.



 


The selling stockholders
may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather
than under this prospectus. In addition, the selling stockholders may transfer the shares of common stock by other means not described
in this prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters,
broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions
or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act
as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers
or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of
common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn
engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders
may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions
and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common
stock to broker-dealers that in turn may sell such shares.


 






     


     


    

 


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


 


To the extent required
by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating in
the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities
Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting
commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus
supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered
and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other
terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed
or paid to broker-dealers.


 


Under the securities
laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers.
In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for
sale in such state or an exemption from registration or qualification is available and is complied with.


 


There can be no assurance
that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement,
of which this prospectus forms a part.


 


The selling stockholders
and any other person participating in such distribution will be subject to applicable provisions of the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended, and in each case together with the rules and regulations thereunder,
including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases
and sales of any of the shares of common stock by the selling stockholders and any other participating person. To the extent applicable,
Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in
market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares
of common stock and the ability of any Person to engage in market-making activities with respect to the shares of common stock.


 


We will pay all expenses
of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[     ]
in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities
or “blue sky” laws; provided, however, a selling stockholder will pay all underwriting discounts and selling commissions,
if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act in
accordance with the registration rights agreements or the selling stockholders will be entitled to contribution. We may be indemnified
by the selling stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written
information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related
registration rights agreements or we may be entitled to contribution.


 


Once sold under the
registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands
of persons other than our affiliates.