EXHIBIT 4.1


 


EXECUTION VERSION


 


THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


WARRANT TO PURCHASE STOCK


 


Company: Liquidia Corporation, a Delaware corporation


Number of Shares: As set forth in Paragraph A below


Type/Series of Stock: Common Stock, $0.001 par value
per share


Warrant Price: As set forth in Paragraph A below


Issue Date: February 26, 2021


	Expiration Date: February 26, 2031	See also Section 5.1(b).




Credit Facility: This Warrant
to Purchase Stock (“Warrant”) is issued in connection with that certain Loan and Security Agreement
of even date herewith among Silicon Valley Bank, the Company, Liquidia Technologies, Inc. and Liquidia PAH, LLC (as
amended and/or modified and in effect from time to time, the “Loan Agreement”).


 


THIS WARRANT CERTIFIES
THAT, for good and valuable consideration, SILICON VALLEY BANK (together with any successor or permitted assignee or transferee
of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase up to
the number of fully paid and non-assessable shares of the above-stated
Type/Series of Stock (the “Class”) of the above-named
company (the “Company”) as determined pursuant to Paragraph A below, at a purchase price per share equal
to the Warrant Price (as hereinafter defined), all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject
to the provisions and upon the terms and conditions set forth in this Warrant. Reference is made to Section 5.4 of this Warrant
whereby Silicon Valley Bank shall transfer this Warrant to its parent company, SVB Financial Group.


 


A.       Number
of Shares; Warrant Price.


 


(1)       Number
of Shares. This Warrant shall be exercisable for the Initial Shares, plus the Term B Shares, if any, plus the Term C Shares,
if any (collectively, and as may be adjusted from time to time pursuant to the provisions of this Warrant, the “Shares”).


 


(a)       Initial
Shares. As used herein, “Initial Shares” means 100,000 shares of the Class, subject to adjustment
from time to time pursuant to the provisions of this Warrant.


 


(b)       Term
B Shares. Upon the making (if any) of the Term B Loan Advance (as defined in the Loan Agreement) to the Company, this Warrant
automatically shall become exercisable for 50,000 additional shares of the Class (the “Term B Shares”),
as such number may be adjusted from time to time in accordance with the provisions of this Warrant (including, without limitation,
adjustments in respect of events occurring prior to the date, if any, on which this Warrant becomes exercisable for such additional
shares as if they were “Shares” hereunder for such purpose at all times from and after the Issue Date).


 






     


     


    

 


(c)       Term
C Shares. Upon the making (if any) of the Term C Loan Advance (as defined in the Loan Agreement) to the Company, this Warrant
automatically shall become exercisable for 50,000 additional shares of the Class (the “Term C Shares”),
as such number may be adjusted from time to time in accordance with the provisions of this Warrant (including, without limitation,
adjustments in respect of events occurring prior to the date, if any, on which this Warrant becomes exercisable for such additional
shares as if they were “Shares” hereunder for such purpose at all times from and after the Issue Date).


 


(2)       Warrant
Price.


 


(a)       Initial
Shares Warrant Price. The purchase price per Initial Share hereunder shall be $3.05, subject to adjustment from time to time
in accordance with the provisions of this Warrant (the “Initial Shares Warrant Price”).


 


(b)       Term
B Shares Warrant Price. The purchase price per Term B Share hereunder (the “Term B Shares Warrant Price”)
shall be the lower of (i) the average closing price of a share of the Class reported in the Trading Market (as hereinafter defined)
for the ten (10) consecutive trading days immediately prior to the date on which the first Term B Loan Advance (if any) is made
to the Company, and (ii) the closing price of a share of the Class reported in the Trading Market for the trading day immediately
prior to such date, in either case subject to adjustment thereafter from time to time in accordance with the provisions of this
Warrant.


 


(c)       Term
C Shares Warrant Price. The purchase price per Term C Share hereunder (the “Term C Shares Warrant Price”)
shall be the lower of (i) the average closing price of a share of the Class reported in the Trading Market for the ten (10) consecutive
trading days immediately prior to the date on which the first Term C Loan Advance (if any) is made to the Company, and (ii) the
closing price of a share of the Class reported in the Trading Market for the trading day immediately prior to such date, in either
case subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant.


 


(d)       Warrant
Price. As used in this Warrant, “Warrant Price” shall mean the Initial Shares Warrant Price in respect
of the Initial Shares, the Term B Shares Warrant Price in respect of the Term B Shares (if any) and the Term C Shares Warrant
Price in respect of the Term C Shares (if any).


 


SECTION 1. EXERCISE.


 


1.1       Method
of Exercise. Holder may at any time and from time to time exercise this
Warrant, in whole or in part, by delivering to
the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached
hereto as Appendix 1 and, unless
Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of
same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate
Warrant Price for the Shares being purchased. Notwithstanding any contrary provision herein, if this Warrant was originally executed
and/or delivered electronically, in no event shall Holder be required to surrender or deliver an ink-signed paper copy of this
Warrant in connection with its exercise hereof or of any rights hereunder, nor shall Holder be required to surrender or deliver
a paper or other physical copy of this Warrant in connection with any exercise hereof.


 






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1.2       Cashless
Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in
Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal
to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue
to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula:



 


		X	=	 Y(A-B)/A



 


where:


		X	=       the
number of Shares to be issued to the Holder;



 


		Y 	=	the
                                         number of Shares with respect to which this Warrant is being exercised (inclusive of
                                         the Shares surrendered to the Company in payment of the aggregate Warrant Price);



 


		A 	=	the
                                         fair market value (as determined pursuant to Section 1.3
                                         below) of one Share; and



 


		B	=       the
Warrant Price.



 


 


1.3       Fair
Market Value. If shares of the Class are then traded or
quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading
Market”), the fair market value of a Share shall be the closing price or
last sale price of a share of the Class reported for the Business Day immediately before the
date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If shares of the Class
are not then traded in a Trading Market, the Board of Directors of the Company
shall determine the fair market value of
a Share in its reasonable good faith judgment.


 


1.4       Delivery
of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in
the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver, or cause to be delivered, to Holder a
certificate (or evidence of book entry) representing the Shares issued to Holder
upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant
of like tenor representing the Shares not so acquired.


 


1.5       Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form, substance and amount to
the Company or, in the case of mutilation, on surrender of this Warrant to the Company
for cancellation, the Company shall, within a reasonable time, execute and deliver to
Holder, in lieu of this Warrant, a new warrant of like tenor and amount.


 






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1.6       Treatment
of Warrant Upon Acquisition of Company.


 





(a)              
 Acquisition. For the purpose of this Warrant, “Acquisition”
means any transaction or series of related transactions involving: (i) the sale,
lease, exclusive license, or other disposition of all or substantially all of
the assets of the Company; (ii) any merger or consolidation of the Company into or
with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile),
or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to
such merger, consolidation or reorganization, own less than a majority of the Company’s
(or the surviving or successor entity’s)
outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders
beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such
merger, consolidation or reorganization, such surviving or successor entity is not the Company);
or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s
then-total outstanding combined voting power.


 


(b)       Treatment
of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s
stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public
Acquisition”), and the fair market value of one Share as determined in accordance with Section 1.3 above would
be greater than the Warrant Price in effect on such date immediately prior to such Cash/Public Acquisition, and Holder has not
previously exercised this Warrant as to all Shares, then this Warrant shall automatically be deemed to be Cashless Exercised pursuant
to Section 1.2 above as to all Shares for which it shall not previously have been exercised effective immediately prior to
and contingent upon the consummation of a Cash/Public Acquisition. In connection with such Cashless Exercise, Holder shall be
deemed to have restated each of the representations and warranties in Section 4 of the Warrant as of the date thereof and
the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon exercise. In the event
of a Cash/Public Acquisition where the fair market value of one Share as determined in accordance with Section 1.3 above
would be less than the Warrant Price in effect immediately prior to such Cash/Public Acquisition, then this Warrant will expire
immediately prior to the consummation of such Cash/Public Acquisition.


 


(c)        Upon
the closing of any Acquisition other than a Cash/Public Acquisition, the acquiring,
surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter
be exercisable for the same securities and/or other property as would
have been paid for the Shares issuable upon exercise of the unexercised portion
of this Warrant as if such Shares were outstanding on and as of the closing of such
Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant.


 


(d)
        As used in this Warrant, “Marketable Securities” means securities
meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then
current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series
of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise
this Warrant on or prior to the closing thereof is then traded in a Trading Market, and (iii) following the closing of such Acquisition,
Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be
received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition,
except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations,
and (y) does not extend beyond six (6) months from the closing of such Acquisition.


 






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SECTION 2. ADJUSTMENTS TO THE SHARES
AND WARRANT PRICE.


 


2.1       Stock
Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class
payable in additional shares of the Class or other securities or property (other than
cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional
cost to Holder, the total number and kind of securities and property
which Holder would have received had Holder owned the Shares of record as of
the date the dividend or distribution occurred. If the Company subdivides the outstanding shares of the Class by reclassification
or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and
the Warrant Price shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated, by
reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number
of Shares shall be proportionately decreased.


 


2.2       Reclassification,
Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding
shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of
a different class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the
number, class and series of Company securities that Holder would have received had the
Shares been outstanding on and as of the consummation of such event, and subject
to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of
this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations,
substitutions, replacements or other similar
events.


 


2.3       No
Fractional Share. No fractional Share
shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest
whole Share. If a fractional Share interest arises upon any exercise of the
Warrant, the Company shall eliminate such fractional Share interest by paying
Holder in cash the amount computed by multiplying the fractional interest by
(i) the fair market value (as determined
in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective
Warrant Price.


 


2.4       Notice/Certificate
as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s
expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or
number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder
with a certificate of its Chief Financial Officer or other authorized officer, including computations of such adjustment and the
Warrant Price, Class and number of Shares in effect upon the date of such adjustment.


 


SECTION 3. REPRESENTATIONS AND COVENANTS
OF THE COMPANY.


 


3.1       Representations
and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:


 


(a)       [Reserved].


 


(b)       All
Shares which may be issued upon the exercise of this Warrant shall, upon issuance,
be duly authorized, validly issued, fully paid and non-assessable, and free
of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities
laws. The Company covenants that it shall at all times cause to be reserved and kept
available out of its authorized and unissued capital stock such number of shares of the Class and other securities as will be
sufficient to permit the exercise in full of this Warrant. 


 






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(c)       [Reserved]


 


3.2       Notice
of Certain Events. If the Company proposes at any time to:


 


(a) declare any
dividend or distribution upon the outstanding shares of the Class, whether in
cash, property, stock, or other securities and whether or not a regular cash dividend;


 


(b) offer for subscription
or sale pro rata to the holders of the outstanding shares of the Class any additional
shares of any class or series of the Company’s stock (other than pursuant to
contractual pre-emptive rights);


 


(c) effect any reclassification,
exchange, combination, substitution, reorganization or recapitalization of the outstanding
shares of the Class; or


 


(d) effect an Acquisition
or to liquidate, dissolve or wind up;


 


then, in connection with each such event,
the Company shall give Holder notice thereof at the same time and in the same manner as it gives notice thereof to holders of
the outstanding shares of the Class.


 


The Company will also provide information
requested by Holder from time to time, within a reasonable time following each such request, that
is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.


 


SECTION 4. REPRESENTATIONS, WARRANTIES
OF THE HOLDER.


 


The Holder represents and warrants to the
Company as follows:


 


4.1       Purchase
for Own Account. This Warrant and the Shares to be acquired upon exercise of this Warrant by Holder are being acquired for
investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within
the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant
or the Shares.


 


4.2       Disclosure
of Information. Holder is aware of the Company’s business affairs and financial
condition and has received or has had full access to all the information it considers necessary or appropriate to make
an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further
has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering
of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information
or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which
Holder has access.


 






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4.3       Investment
Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk.
Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear
the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience
in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and
its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers,
directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and
financial circumstances of such persons.


 


4.4       Accredited
Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.


 


4.5       The
Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the
Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of
the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any
exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities
laws, or unless exemption from such registration and qualification are otherwise available. Holder
is aware of the provisions of Rule 144 promulgated under the Act.


 


4.6       No
Stockholder Rights. Without limiting any provision of this Warrant, Holder agrees that as a Holder of this Warrant it will
not have any rights (including, but not limited to, voting rights) as a stockholder of the Company with respect to the Shares
issuable hereunder unless and until the exercise of this Warrant and then only with respect to the Shares issued on such exercise.


 


SECTION 5. MISCELLANEOUS.


 


5.1       Term;
Automatic Cashless Exercise Upon Expiration.


 


(a)        Term.
Subject to the provisions of Section 1.6 above, this Warrant is exercisable
in whole or in part at any time and from time to time on or before 6:00 PM, Pacific
time, on the Expiration Date and shall be void thereafter.


 


(b)       Automatic
Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share as determined
in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically
be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares for which it shall not previously
have been exercised, and the Company shall, within a reasonable time, deliver a certificate (or evidence of book entry) representing
the Shares issued upon such exercise to Holder.


 


5.2       Legends.
Each certificate evidencing Shares shall be imprinted with a legend in substantially the following form:


 


THE
SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS
SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO
SILICON VALLEY BANK DATED FEBRUARY 26, 2021, MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR,
IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER
TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 






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5.3       Compliance
with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise of this Warrant may not be transferred
or assigned in whole or in part except in compliance with applicable federal
and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation
letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall
not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent
company) or any other affiliate of Holder, provided that any such transferee is an “accredited investor” as defined
in Regulation D promulgated under the Act.


 


5.4       Transfer
Procedure. After receipt by Silicon Valley Bank of the executed Warrant, Silicon
Valley Bank will transfer all of this Warrant to its parent company, SVB
Financial Group. By its acceptance of this Warrant, SVB Financial Group hereby makes
to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms
and conditions of this Warrant as if the original Holder hereof. Subject to the provisions of Section 5.3 and upon providing
the Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or the
Shares issued upon exercise of this Warrant to any transferee, provided, however, in connection with any such transfer, SVB Financial
Group or any subsequent Holder will give the Company notice of the portion of the Warrant and/or Shares being transferred with
the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for
reissuance to the transferee(s) (and Holder if applicable); and provided further, that
any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms
and conditions of this Warrant. 


 


5.5       Notices.
All notices and other communications hereunder from the Company to the Holder,
or vice versa, shall be deemed delivered and effective (i) when given personally,
(ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail, postage
prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such
receipt is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight
courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder,
as the case may be, in writing by the Company or such Holder from time to time
in accordance with the provisions of this Section 5.5. All notices to Holder
shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:


 


SVB Financial Group


Attn: Treasury Department


3003 Tasman Drive, HC 215


Santa Clara, CA 95054


Telephone: (408) 654-7400


Facsimile: (408) 988-8317


Email address: svbfgwarrants@svb.com


 


Notice to the Company
shall be addressed as follows until Holder receives notice of a change in address:


 






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Liquidia Corporation


Attn: Chief Financial
Officer


419 Davis Drive, Suite
100


Morrisville, NC 27560





 


With
a copy (which shall not constitute notice) to:


 


DLA
Piper LLP (US)


Attn: Andrew P. Gilbert


51 John F. Kennedy
Parkway, Suite 120


Short Hills, NJ 07078





 


5.6       Waiver.
This Warrant and any term hereof may be changed, waived, discharged or terminated (either
generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed
by the party against which enforcement of such change, waiver, discharge or termination is sought.


 


5.7       Attorneys’
Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing
in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’
fees.


 


5.8       Counterparts;
Facsimile/Electronic Signatures. This Warrant may be executed by one or more of the parties hereto in any number of
separate counterparts, all of which together shall constitute one and the same instrument. The Company, Holder and any other party
hereto may execute this Warrant by electronic means and each party hereto recognizes and accepts the use of electronic signatures
and the keeping of records in electronic form by any other party hereto in connection with the execution and storage hereof. To
the extent that this Warrant or any agreement subject to the terms hereof or any amendment hereto is executed, recorded or delivered
electronically, it shall be binding to the same extent as though it had been executed on paper with an original ink signature,
as provided under applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act.
The fact that this Warrant is executed, signed, stored or delivered electronically shall not prevent the transfer by any Holder
of this Warrant pursuant to Section 5.4 or the enforcement of the terms hereof.


 


5.9       Headings.
The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision
of this Warrant.


 


5.10       Business
Days. “Business Day” is any day
that is not a Saturday, Sunday or a day on which Silicon Valley Bank is closed.


 


SECTION 6. GOVERNING
LAW, VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE.


 


6.1       Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without giving
effect to its principles regarding conflicts of law.


 






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6.2       Jurisdiction
and Venue. The Company and Holder each submit to the exclusive jurisdiction of the State and Federal courts in New York, NY;
provided, however, that nothing in this Warrant shall be deemed to operate to preclude Holder from bringing suit or taking other
legal action in any other jurisdiction to enforce a judgment or other court order in favor of Holder. The Company expressly submits
and consents in advance to such jurisdiction in any action or suit commenced in any such court, and the Company hereby waives
any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents
to the granting of such legal or equitable relief as is deemed appropriate by such court. The Company hereby waives personal service
of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints,
and other process may be made in accordance with Section 5.5 of this Warrant.


 


6.3       Jury
Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND HOLDER EACH WAIVE THEIR RIGHT TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS WARRANT, THE LOAN AGREEMENT OR ANY CONTEMPLATED TRANSACTION,
INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES’ AGREEMENT
TO THIS WARRANT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.


 


6.4       Survival.
This Section 6 shall survive the termination of this Warrant.


 


[Signature
page follows]


 






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       IN
WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives
effective as of the Issue Date written above.


 


“COMPANY”


 


 LIQUIDIA CORPORATION


 


	By:	 /s/ Michael Kaseta	 
	Name:	 Michael Kaseta	 
	 	(Print)	 
	Title: 	Chief Financial Officer	 
	 	 
	“HOLDER”	 
	 	 
	SILICON VALLEY BANK	 
	 	 
	By:	/s/ Scott McCarty	 
	Name:	Scott McCarty	 
	 	(Print)	 
	Title:	Director  	 





 






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APPENDIX 1


 


NOTICE OF EXERCISE


 


1.       The
undersigned Holder hereby exercises its right to purchase ___________ shares of the Common Stock of Liquidia Corporation (the
 “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate
Warrant Price for such shares as follows:


 


 ̈   check in the
amount of $________ payable to order of the Company enclosed herewith


 


 ̈   Wire transfer
of immediately available funds to the Company’s account


 


 ̈   Cashless Exercise
pursuant to Section 1.2 of the Warrant


 


 ̈   Other [Describe]
__________________________________________


 


2.       Please
issue a certificate or certificates representing the Shares in the name specified below:


___________________________________________


Holder’s Name


 


 


___________________________________________


 


___________________________________________


(Address)


 


3. By its execution
below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the
Warrant to Purchase Stock as of the date hereof.


 


 


	 	HOLDER:
	 	 
	 	_________________________
	 	 
	 	By:_________________________
	 	 
	 	Name:________________________
	 	 
	 	Title:_________________________
	 	 
	 	(Date):_______________________



 






    Appendix 1