Exhibit
4.5


 





WARRANT


 


NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (II) AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


TFF
PHARMACEUTICALS, INC.


 


WARRANT
TO PURCHASE COMMON STOCK


 


	Warrant
    No. 17	 	Original
    Issue Date: May 16, 2019


 


TFF
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received,
National Securities Corporation, or its permitted registered assigns (the “Holder”), is entitled to
purchase from the Company up to a total of 266,200 shares of common stock, $0.001 par value (the “Common Stock”),
of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”)
at an exercise price per share equal to $2.50 (as adjusted from time to time as provided in Section 9 herein, the “Exercise
Price”), at any time and from time to time from on or after the date hereof (the “Trigger Date”)
and through and including 5:00 P.M., prevailing Pacific time, on May 16, 2024 (the “Expiration Date”),
and subject to the following terms and conditions:


 


This
Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Engagement
Agreement dated January 26, 2018 between the Company and the Holder (the “Engagement Agreement”). All
such warrants are referred to herein, collectively, as the “Warrants.”


 


1.
Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined
herein have the meanings given to such terms in the Engagement Agreement.


 


2.
Registration of Warrants. The Company shall register this Warrant, upon records to be maintained by the Company for that
purpose (the “Warrant Register”), in the name of the record Holder (which shall include the initial
Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder) from time to time.
The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise
hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 






     


     


    

 


3.
Transfers; Lock-Up Period.


 


(a)
The Company shall register the transfer of all or any portion of this Warrant in the Warrant Register, upon (i) surrender of this
Warrant, with the Form of Assignment attached as Schedule 2 hereto duly completed and signed, to the Company’s transfer
agent or to the Company at its address specified herein (ii) delivery, at the request of the Company, of an opinion of counsel
reasonably satisfactory to the Company to the effect that the transfer of such portion of this Warrant may be made pursuant to
an available exemption from the registration requirements of the Securities Act of 1933 (“Securities Act”)
and all applicable state securities or blue sky laws and (iii) delivery by the transferee of a written statement to the Company
certifying that the transferee is an “accredited investor” as defined in Rule 501(a) under the Securities Act and
making the representations and certifications as the Company may reasonably request to procure an exemption from section 5 of
the Securities Act. Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially the form of
this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred
shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance
by such transferee of all of the rights and obligations of a Holder of a Warrant.


 


(b)
The Holder agrees that in the event of an initial public offering of the Company’s securities, pursuant to the Lock-Up Period
(as defined below) contained in Rule 5110(g)(1) of the Financial Industry Regulatory Authority, Inc. (“FINRA”),
it will not (a) sell, transfer, assign, pledge, hypothecate or otherwise transfer the Warrant (including any Warrant Shares issued
or issuable hereunder) other than to a bona fide officer, partner or other associated person of the Holder or any selected dealer
(or any officer, partner or other associated person thereof) in connection with the initial public offering, in each case in accordance
with FINRA Conduct Rule 5110(g)(1), or (b) cause the Warrant or any Warrant Shares issued or issuable hereunder to be the subject
of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the
Warrant or any Warrant Shares issued or issuable hereunder, except as provided for in FINRA Rule 5110(g)(2). As used herein, the
term “Lock-Up Period” means the period beginning on the date that a registration statement of the Company
under the Securities Act is declared effective by the Securities and Exchange Commission (the “Effective Date”)
and ending on the one hundred eighty day anniversary of the Effective Date.


 


4.
Exercise and Duration of Warrants.


 


(a)
All or any part of this Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the
Trigger Date and through and including 5:00 P.M. prevailing Pacific time on the Expiration Date. At 5:00 P.M., prevailing
Pacific time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of
no value and this Warrant shall be terminated and no longer outstanding.


 






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(b)
The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto
(the “Exercise Notice”), appropriately completed and duly signed, (ii) payment of the Exercise Price
for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise”
if so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section
10 below), and the date such items are delivered to the Company (as determined in accordance with the notice provisions hereof)
is an “Exercise Date.” The Holder shall not be required to deliver the original Warrant in order to
effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the
original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.


 


5.
Delivery of Warrant Shares. Upon exercise of this Warrant, the Company shall promptly issue or cause to be issued and cause
to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate
for the Warrant Shares issuable upon such exercise, with an appropriate restrictive legend. The Holder, or any Person permissibly
so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares
as of the Exercise Date.


 


6.
Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant
shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense
in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however,
that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration
of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder
shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares upon exercise hereof.


 


7.
Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant,
but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and,
in each case, a customary and reasonable indemnity (which shall not include a surety bond), if requested. Applicants for a New
Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable
third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then
the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue
the New Warrant.


 






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8.
Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate
of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares
upon exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the
Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares
so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms
hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such action as may
be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law
or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Shares may
be listed.


 


9.
Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject
to adjustment from time to time as set forth in this Section 9.


 


(a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on
its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii)
subdivides its outstanding shares of Common Stock into a larger number of shares, or (iii) combines its outstanding shares of
Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding immediately before such event and the denominator
of which shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant
to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall
become effective immediately after the effective date of such subdivision or combination.


 


(b)
Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or
consolidation of the Company with or into another Person, in which the Company is not the survivor, (ii) the Company effects any
sale of all or substantially all of its assets or a majority of its Common Stock is acquired by a third party, in each case, in
one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is
completed pursuant to which all or substantially all of the holders of Common Stock are permitted to tender or exchange their
shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property
(other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any
such case, a “Fundamental Transaction”), then the Holder shall have the right thereafter to receive,
upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive
upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder
of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise
contained herein (the “Alternate Consideration”). The Company shall not effect any such Fundamental
Transaction unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or
the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation
to deliver to the Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled
to purchase and/or receive (as the case may be), and the other obligations under this Warrant. The provisions of this paragraph
(c) shall similarly apply to subsequent transactions analogous to a Fundamental Transaction.


 






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(c)
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section,
the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant
Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(d)
Calculations. All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th
of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned
or held by or for the account of the Company, and the sale or issuance of any such shares shall be considered an issue or sale
of Common Stock.


 


(e)
Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its
expense will, at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms
of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price
and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing
the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written
request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.


 


(f)
Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other
distribution of cash, securities or other property in respect of its Common Stock, including, without limitation, any granting
of rights or warrants to subscribe for or purchase any capital stock of the Company, (ii) authorizes or approves, enters into
any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary
dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall
be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice describing the material
terms and conditions of such transaction at least ten (10) Trading Days prior to the applicable record or effective date on which
a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company
will take all steps reasonably necessary in order to insure that the Holder is given the practical opportunity to exercise this
Warrant prior to such time so as to participate in or vote with respect to such transaction; provided, however, that the
failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described
in such notice.


 






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10.
Payment of Exercise Price. The Holder shall pay the Exercise Price in immediately available funds; provided, however,
the Holder may, in its sole discretion, commencing on the date that is 18 months from the date of this Warrant, satisfy its obligation
to pay the Exercise Price through a “cashless exercise”, in which event the Company shall issue to the Holder the
number of Warrant Shares determined as follows:


 


X
= Y [(A-B)/A]


 


where:


 


X
= the number of Warrant Shares to be issued to the Holder.


 


Y
= the total number of Warrant Shares with respect to which this Warrant is being exercised.


 


A
= the average of the Closing Sale Prices of the shares of Common Stock (as reported by Bloomberg Financial Markets) for the five
Trading Days ending on the date immediately preceding the Exercise Date.


 


B
= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


For
purposes of this Warrant, “Closing Sale Price” means, for any security as of any date, the last trade
price for such security on the principal securities exchange or trading market for such security, as reported by Bloomberg Financial
Markets, or, if such exchange or trading market begins to operate on an extended hours basis and does not designate the last trade
price, then the last trade price of such security prior to 4:00:00 p.m., New York Time, as reported by Bloomberg Financial Markets,
or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin
board for such security as reported by Bloomberg Financial Markets, or, if no last trade price is reported for such security by
Bloomberg Financial Markets, the average of the bid prices, or the ask prices, respectively, of any market makers for such security
as reported in the "pink sheets" by Pink Sheets LLC. If the Closing Sale Price cannot be calculated for a security
on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market
value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market
value of such security, then the Company shall, within two business days submit via facsimile (a) the disputed determination of
the Warrant Exercise Price to an independent, reputable investment bank selected by the Company and approved by the Holder or
(b) the disputed arithmetic calculation of the Warrant Shares to the Company's independent, outside accountant. The Company shall
cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations
and notify the Company and the Holder of the results no later than ten business days from the time it receives the disputed determinations
or calculations. Such investment bank's or accountant's determination or calculation, as the case may be, shall be binding upon
all parties absent demonstrable error. All such determinations to be appropriately adjusted for any stock dividend, stock split,
stock combination or other similar transaction during the applicable calculation period.


 






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For
purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares
issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the
Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Consulting Agreement
(provided that the Commission continues to take the position that such treatment is proper at the time of such exercise).


 


11.
Limitation on Exercises. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right
to exercise this Warrant, to the extent that after giving effect to such exercise, the Holder (together with such Holder’s
affiliates) would beneficially own in excess of 4.99% (“Maximum Percentage”) of the shares of Common
Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number
of shares of Common Stock beneficially owned by such Holder and its affiliates shall include the number of shares of Common Stock
issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude
shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially
owned by such Holder and its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible
notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. To the extent that the limitation
contained in this Section 11 applies, the determination of whether this Warrant is exercisable (in relation to other securities
owned by the Holder together with any affiliate) and of which portion of this Warrant is exercisable shall be in the sole discretion
of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliate) and of which portion
of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation
to verify or confirm the accuracy of the determination. For purposes of this Warrant, in determining the number of outstanding
shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company's
most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission,
as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company setting forth
the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder,
the Company shall within one (1) business day confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the
conversion or exercise of securities of the Company, including this Warrant, by the Holder and its affiliates since the date as
of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, any Holder may decrease
the Maximum Percentage to any other percentage specified in such notice; provided that such decrease will apply only to the Holder
sending such notice and not to any other holder of Warrants. In addition, by written notice to the Company, any Holder may remove
the limitations on exercises provided in this Section 11 entirely; provided that (i) any such removal will not be
effective until the 61st day after such notice is delivered to the Company, and (ii) any such removal will apply only to the Holder
sending such notice and not to any other holder of Warrants. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 11 to correct this paragraph (or any portion
hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes
or supplements necessary or desirable to properly give effect to such limitation.


 






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12.
No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu
of any fractional shares which would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded up to the
next whole number.


 


13.
Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise
Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice
or communication is delivered via email at the email address specified in the Engagement Agreement prior to 5:00 p.m. (prevailing
Pacific time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication
is delivered via email at the email address specified in the Engagement Agreement t on a day that is not a Trading Day or later
than 5:00 p.m. (prevailing Pacific time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally
recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt by the party to whom such
notice is required to be given, if by hand delivery. The address and facsimile number of a party for such notices or communications
shall be as set forth in the Engagement Agreement unless changed by such party by two Trading Days’ prior notice to the
other party in accordance with this Section 13.


 


14.
Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the
Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged
or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation
to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders’ services
business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall
promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at
the Holder’s last address as shown on the Warrant Register.


 


15.
Registration Rights. The Company agrees that the Holder and its assigns will have registration rights covering the resale
of the Warrant Shares, including “piggyback” registration rights on the registrations of the Company or demand registrations
(voting with the other registrable securities to effect any such demand), no less favorable than those granted to any other person
by the Company prior or subsequent to the date of this Warrant. At such time, and from time to time, as the Company enters into
an agreement subsequent to the date of this Warrant pursuant to which the Company grants any third party rights with respect to
the Company’s registration of Company securities under the Securities Act held by such party, the Company shall offer to
enter into a formal written registration rights agreement with the Holder and its assigns on substantially the same terms and
such other terms as are customary and usual for agreements of such nature.


 






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16.
Miscellaneous.


 


(a)
The Holder, solely in such Person's capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or
be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed
to confer upon the Holder, solely in such Person's capacity as the Holder of this Warrant, any of the rights of a stockholder
of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock,
reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive
dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is
then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed
as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder
of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section
16(a), the Company shall provide the Holder with copies of the same notices and other information given to the shareholders
of the Company, contemporaneously with the giving thereof to the shareholders.


 


(b)
Subject to the restrictions on transfer set forth on the first page hereof, and compliance with applicable securities laws, this
Warrant may be assigned by the Holder. This Warrant may not be assigned by the Company except to a successor in the event of a
Fundamental Transaction. This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective
successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other
than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be
amended only in writing signed by the Company and the Holder, or their successors and assigns.


 


(c)
GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION
OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE
AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT
OF ANY OF THE TRANSACTION DOCUMENTS), 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 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 VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO
SUCH PARTY AT THE ADDRESS IN EFFECT FOR 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. THE COMPANY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY. 


 






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(d)
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.


 


(e)
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(f)
Except as otherwise set forth herein, prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a
Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated
above.


 


	 	“Company”
	 	 
	 	/s/
    Glenn Mattes
	 	By:
    Glenn Mattes, President


 




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SCHEDULE
1


 


FORM
OF EXERCISE NOTICE


 


(To
be executed by the Holder to exercise the right to purchase shares


of
Common Stock under the foregoing Warrant)


 


Ladies
and Gentlemen:


 


(1) The
undersigned is the Holder of Warrant No. __________ (the “Warrant”) issued by TFF Pharmaceuticals, Inc. (the
“Company”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set
forth in the Warrant.


 


(2) The
undersigned hereby exercises its right to purchase __________ Warrant Shares pursuant to the Warrant.


 


(3) The
Holder intends that payment of the Exercise Price shall be made as (check one):


 


		☐	Cash
Exercise



 


		☐	“Cashless
Exercise” under Section 10



 


(4) If
the Holder has elected a Cash Exercise, the Holder shall pay the sum of $_______ in immediately available funds to the Company
in accordance with the terms of the Warrant.


 


(5) Pursuant
to this Exercise Notice, the Company shall deliver to the Holder _____________ Warrant Shares in accordance with the terms of
the Warrant.


 


Dated:_______________,
_____


 


	[Company]	 
	 	 
	 	 
	By:	 


 


(Signature
must conform in all respects to name of Holder as specified on the face of the Warrant)


 




    11


     


    

 


SCHEDULE
2


 


FORM
OF ASSIGNMENT


 


[To
be completed and signed only upon transfer of Warrant]


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                                     
(the “Transferee” the
right represented by the within Warrant to purchase
                                     
shares of Common Stock of TFF Pharmaceuticals, Inc. (the “Company”) to which the within
Warrant relates and appoints
                                     
attorney to transfer said right on the books of the Company with full power of substitution in
the premises. In connection therewith, the undersigned represents, warrants, covenants and agrees to and with the Company
that:


 


		(a)	the
                                         offer and sale of the Warrant contemplated hereby is being made in compliance with Section
                                         4(a)(1) of the United States Securities Act of 1933, as amended (the “Securities
                                         Act”) or another valid exemption from the registration requirements of
                                         Section 5 of the Securities Act and in compliance with all applicable securities laws
                                         of the states of the United States;



 


		(b)	the
                                         undersigned has not offered to sell the Warrant by any form of general solicitation or
                                         general advertising, including, but not limited to, any advertisement, article, notice
                                         or other communication published in any newspaper, magazine or similar media or broadcast
                                         over television or radio, and any seminar or meeting whose attendees have been invited
                                         by any general solicitation or general advertising;



 


		(c)	the
                                         undersigned has read the Transferee’s investment letter included herewith, and
                                         to its actual knowledge, the statements made therein are true and correct; and



 


		(d)	the
                                         undersigned understands that the Company may condition the transfer of the Warrant contemplated
                                         hereby upon the delivery to the Company by the undersigned or the Transferee, as the
                                         case may be, of a written opinion of counsel (which opinion shall be in form, substance
                                         and scope customary for opinions of counsel in comparable transactions) to the effect
                                         that such transfer may be made without registration under the Securities Act and under
                                         applicable securities laws of the states of the United States.



 


	Dated:_______________,
    _____ 	 	 
	 	 	 
	[Company]	 	 
	 	 	
	 	 	 
	By:	 	 
	 	 	 
	(Signature
    must conform in all respects to name of Holder as specified on the face of the Warrant)	 	
	 	 	Address
    of Transferee 
	 	 	 
	 	 	 
	 	 	 


 


In
the presence of:


 


 


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