Amendment No. 2 to the Purchase Agreement, dated as of May 13, 2022, by and among the Aquestive Therapeutics, Inc. and the Purchasers signatory thereto

(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”.

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.