Exhibit 10.1

    

    

    AMENDMENT NO. 2 TO PURCHASE AGREEMENT

    

    

    AMENDMENT NO. 2 TO PURCHASE AGREEMENT, dated as of May 13, 2022 (this “Amendment”), among AQUESTIVE
      THERAPEUTICS, INC., a Delaware corporation (the “Company”) and the Purchasers signatory hereto.

    

    

    W I T N E S S E T H:

     

    WHEREAS, on November 3, 2020, the Company entered into the Purchase Agreement, (the “Original Purchase Agreement”)
      with the Purchasers listed on Schedule 1 thereto (the “Purchasers”), as amended by that certain Amendment No. 1 to the Original Purchase Agreement, dated August 6, 2021 (the “First
        Amendment” and, together with the Original Purchase Agreement, the “Existing Purchase Agreement”; and

    

    

    WHEREAS, the Company has requested that the Purchasers amend the Existing Purchase Agreement and the Purchasers agree, subject to the terms and
      conditions set forth herein, to so amend the Existing Purchase Agreement, as more specifically set forth herein (the Existing Purchase Agreement, as amended by this Amendment, and as the same may be amended, restated, modified and/or supplemented
      from time to time being referred to as the “Purchase Agreement”);

    

    

    NOW, THEREFORE, in consideration of the agreements herein contained, and for other valuable consideration the receipt and sufficiency of which are
      hereby acknowledged, the parties hereto hereby agree as follows.

    

    

    ARTICLE 1.  AMENDMENTS.  Effective as of the date hereof, the Existing Purchase Agreement shall be amended in the manner set forth below.

     

    (a)      Section 3.3.  Section 3.3 of the Existing Purchase
        Agreement is hereby amended by:

     

    (i)          replacing each reference to “June 30, 2022” in Sections 3.3(a), 3.3(e) and 3.3(f) with “March 31, 2023”;

     

    (ii)         deleting the text “the Purchaser agrees, at the election of the Issuer in its sole discretion and” from Section 3.3(a) and
        replacing it with the text “the Purchaser shall have the right, but not the obligation,”;

     

    (iii)       deleting the text “to acquire the principal amount” from Section 3.3(a) and replacing it with the text “to acquire up to the
        principal amount”;

     

    (iv)        deleting the text “If the Issuer elects to issue” from Section 3.3(a) and replacing it with the text “If the Purchaser elects
        to purchase”;

     

    
      
        


    

    (v)         inserting the text “of the Indenture” immediately following the text “in accordance with Section 2.01(c)” in Section 3.3(e);
        and

     

    (vi)        deleting the text “(as defined in the Indenture) from Section 3.3(f) and replacing it with the text “(as described in Section
        4.19 of the Indenture)”.

     

    (b)     Schedule 1.  Schedule 1 of the Existing Purchase
        Agreement is hereby amended by replacing each reference to “Principal Amount of First Additional Notes committed to by the Purchaser” with “Principal Amount of First Additional Notes available for purchase by the Purchaser”.

     

    ARTICLE 2.  MISCELLANEOUS.

     

    2.1     Counterparts.  This Amendment may be executed in counterparts and by different
        parties hereto in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.  A photocopied, facsimile or pdf signature
        shall be deemed to be the functional equivalent of a manually executed original for all purposes.

     

    2.2    Ratification.  Except as set forth in Article 1, no amendment is intended
        hereby.  The Existing Purchase Agreement, as amended by this Amendment, and the other agreements, documents and instruments delivered in connection with the Existing Purchase Agreement (and/or in connection with this Amendment) are, and shall
        continue to be, in full force and effect, and each of the parties hereto hereby confirms, approves and ratifies in all respects the Existing Purchase Agreement, as amended by this Amendment, and each of the other agreements, documents and
        instruments delivered in connection with the Existing Purchase Agreement (and/or in connection with this Amendment).

     

    2.3   WAIVER OF JURY TRIAL.  WITHOUT LIMITING IN ANY WAY SECTION 12.1 OF THE PURCHASE
        AGREEMENT, EACH PURCHASER AND THE ISSUER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AMENDMENT.

     

    2.4     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
        WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND
        REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. The parties hereto hereby submit to the non-exclusive jurisdiction of the U.S. federal and state courts of competent jurisdiction in the Borough of Manhattan in The
        City of New York in any suit or proceeding arising out of or relating to this Purchase Agreement or the transactions contemplated hereby.

     

    2.5    References.  From and after the effective date of this Amendment, each reference
        in the Purchase Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import, and all references to the Purchase Agreement in any and all agreements, instruments, certificates and other documents relating to the Purchase Agreement,
        shall be deemed to mean the Purchase Agreement as modified and amended by this Amendment and as the same may be further amended, modified or supplemented in accordance with the terms thereof.

     

    
      
        


    

     [Signature pages follow]

    

    

    
      
        


    

              IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed by their respective, duly authorized officers as of the date first above
      written.

    

    

    	 	
            AQUESTIVE THERAPEUTICS, INC.

          
	 	 	 
	 	
            By:

          	
            /s/Keith Kendall

          
	 	
            Name:Keith Kendall

          
	 	
            Title: President & CEO

          


    

    

    [Signature Page to Amendment No. 2]

     

    

    
      
        


    

    	 	
            MADRYN HEALTH PARTNERS (CAYMAN MASTER), LP

          
	 	 
	 	
            By: MADRYN HEALTH ADVISORS, LP, its General Partner

          
	 	 
	 	
            By: MADRYN HEALTH ADVISORS GP, LLC, its General Partner

          
	 	 
	 	
            By:

          	
            /s/ Avinash Amin

          
	 	
            Name: Avinash Amin

          
	 	
            Title: Member

          
	 	 	 
	 	
            MADRYN HEALTH PARTNERS, LP

          
	 	 
	 	
            By: MADRYN HEALTH ADVISORS, LP, its General Partner

          
	 	 
	 	
            By: MADRYN HEALTH ADVISORS GP, LLC, its General Partner

          
	 	 
	 	
            By:

          	
            /s/ Avinash Amin

          
	 	
            Name: Avinash Amin

          
	 	
            Title: Member

          
	 	 	 
	 	
            FFI FUND LTD.

          
	 	 
	 	
            By:

          	
            /s/ John N. Spinney, Jr.

          
	 	
            Name: John N. Spinney, Jr.

          
	 	
            Title: Authorized Signatory

          
	 	 	 
	 	
            OLIFANT FUND, LTD.

          
	 	 
	 	
            By:

          	
            /s/ John N. Spinney, Jr.

          
	 	
            Name: John N. Spinney, Jr.

          
	 	
            Title: Authorized Signatory

          
	 	 	 
	 	
            FYI LTD.

          
	 	 
	 	
            By:

          	
            /s/ John N. Spinney, Jr.

          
	 	
            Name: John N. Spinney, Jr.

          
	 	
            Title: Authorized Signatory

          


    

    

    
      
        


    

    	 	
            MORGAN STANLEY & CO. LLC

          
	 	 
	 	
            By:

          	
            /s/ Brian McGowan

          
	 	
            Name: Brian McGowan

          
	 	
            Title: Authorized Signatory

          


    

    

    [Signature Page to Amendment No. 2]