Exhibit 10.1


 


COMMON STOCK PURCHASE AGREEMENT


 


COMMON STOCK PURCHASE AGREEMENT
(this “Agreement”), dated as of April 12, 2021, by and among Liquidia Corporation, a Delaware corporation, with headquarters
located at 419 Davis Drive, Suite 100, Morrisville, NC 27560 (the “Company”) and each of the investors listed on the
Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).


 


A.               
WHEREAS, each Buyer wishes to purchase from the Company at the Closing (as defined below), and the Company wishes to sell,
upon the terms and conditions stated in this Agreement, that aggregate number of shares of the Company's common stock, par value $0.001
per share (the “Company Common Stock”) set forth opposite such Buyer’s name in column (3) on the Schedule of
Buyers attached hereto (collectively, the “Common Shares”) for an aggregate purchase price as set forth opposite such
Buyer’s name in column (4) on the Schedule of Buyers (provided that in no event shall the number of Common Shares issued and sold
at the Closing exceed 19.99% of the outstanding shares of Company Common Stock immediately prior to the date of this Agreement), and the
Company desires to sell the Common Shares to the Buyers, all on the terms and conditions set forth in this Agreement;


 


B.                 WHEREAS,
in reliance upon the representations made by each of the Buyers and the Company in this Agreement, the transactions contemplated by this
Agreement are such that the offer and sale of securities by the Company under this Agreement will be exempt from registration under applicable
United States securities laws as a result of the transaction being contemplated hereby being undertaken pursuant to Section 4(a)(2) of
the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506 of Regulation D (“Regulation D”)
as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the 1933 Act;


 


C.                 WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement, in the form attached hereto as Exhibit A (as may be amended, amended and restated, or supplemented from time to time,
the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights
with respect to the Registrable Securities (as defined in the Registration Rights Agreement) under the 1933 Act and the rules and regulations
promulgated thereunder, and applicable state securities laws.


 


NOW, THEREFORE, in
consideration of the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company and each Buyer hereby agree as follows:


 


1.                 
PURCHASE AND SALE OF COMMON SHARES.


 


(a)              
Purchase of Common Shares. Subject to the satisfaction (or waiver) of all of the conditions set forth in Section 5
and Section 6 below, the Company, at the Closing, shall issue and sell to each Buyer, and each Buyer severally, but not jointly,
agrees to purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such
Buyer’s name in column (3) on the Schedule of Buyers attached hereto at a purchase price of $2.52 per Common Share (as adjusted
for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other
similar events occurring with respect to the Company Common Stock after the date hereof).


 






     


     


    

 


(b)              
Closing. On the Closing Date (as defined below), upon the terms and subject to the conditions set forth herein, the Company
agrees to sell, and each Buyer agrees to purchase, the number of Common Shares at the Purchase Price (as defined below) set forth opposite
such Buyer’s name in columns (3) and (4), respectively, of the Schedule of Buyers attached hereto (the “Closing”),
provided, that in no event shall the number of Common Shares issued and sold at the Closing exceed 19.99% of the outstanding shares of
Company Common Stock immediately prior to the date of this Agreement. The Closing shall occur simultaneously with the signing of this
Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 and Section 6 in accordance with
this Agreement (the “Closing Date”), at the offices of DLA Piper LLP (US), 51 John F. Kennedy Parkway, Suite 120, Short
Hills, NJ 07078, or at such later date, time or other location as the parties may mutually agree in writing. At or prior to the Closing,
each of the Company and the Buyers shall execute any related agreements or other documents required to be executed as of the Closing as
provided in Section 5 and Section 6 below, each dated the Closing Date. The Common Shares shall be delivered via a book-entry
record through the Company’s transfer agent. Unless the Company and a Buyer otherwise mutually agree with respect to such Buyer’s
Common Shares, at the Closing settlement shall occur on a “delivery versus payment” basis.


 


(c)              
Purchase Price. The purchase price for the Common Shares to be purchased by each Buyer at the Closing pursuant to this Agreement
shall be the number of Common Shares to be purchased by such Buyer at the Closing multiplied by the per share purchase price set forth
in Section 1(a) hereof which amount shall be set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers
attached hereto (each, a “Purchase Price”).


 


(d)              
Section 4(a)(2) and Regulation D. Assuming the accuracy of the representations and warranties of each Buyer and the Company
set forth in Section 2 and Section 3, respectively, the parties acknowledge and agree that the purpose of such representations
and warranties is, among other things, to ensure that the transaction contemplated hereby qualify as a sale of securities under Section
4(a)(2) of the 1933 Act and Rule 506 of Regulation D as promulgated by the SEC under the 1933 Act.


 


(e)               Allocation
of Purchase Price. The Company and each Buyer, as a result of arm’s length bargaining, agree that (I) none of the Buyers nor
any of their Affiliates (as defined below) have rendered services to the Company in connection with this Agreement, and (II) except as
otherwise required by a final “determination” within the meaning of Section 1313(a)(1) of the U.S. Internal Revenue Code
of 1986, as amended, all tax returns and other information returns of each party relative to this Agreement, and the Common Shares issued
pursuant hereto shall consistently reflect the matters agreed to in clause (I) of this Section 1(e).


 






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2.                 
BUYER’S REPRESENTATIONS AND WARRANTIES. Each Buyer, severally and not jointly, represents and warrants with respect
to only itself to the Company that, as of the date hereof and as of the Closing Date:


 


(a)              
Organization and Existence. Such Buyer is a duly incorporated or organized and validly existing corporation, limited partnership,
limited liability company or other legal entity, has all requisite corporate, partnership or limited liability company power and authority
to enter into and consummate the transactions contemplated by the Transaction Documents (as defined below) and to carry out its obligations
hereunder and thereunder, and to invest in the Common Shares pursuant to this Agreement, and is in good standing under the laws of the
jurisdiction of its incorporation or organization.


 


(b)              
No Public Sale or Distribution. Such Buyer is acquiring the Common Shares for its own account, not as nominee or agent,
for the purpose of investment and not with a view towards, or for resale in connection with, the public sale or distribution thereof,
except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations
herein, such Buyer does not agree to hold any of the Common Shares for any minimum or other specific term and reserves the right to dispose
of the Common Shares at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer
is acquiring the Common Shares hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding,
directly or indirectly, with any Person to distribute any of the Common Shares. For purposes of this Agreement, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.


 


(c)              
Accredited Investor Status; No Disqualification Events. Such Buyer is (i) an “accredited investor” as that term
is defined in Rule 501(a) of Regulation D and (ii) an “Institutional Account” as defined in FINRA Rule 4512(c). Such Buyer
has executed and delivered to the Company a questionnaire in the form attached hereto as Exhibit B (the “Investor Questionnaire”),
to the extent applicable, which such Buyer represents and warrants is true, correct and complete. Such Buyer is a sophisticated institutional
investor with sufficient knowledge and experience in investing in private equity transactions to properly evaluate the risks and merits
of its purchase of the Common Shares. None of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii)
under the 1933 Act (“Disqualification Events”) are applicable to such Buyer or any of its Rule 506(d) Related Parties
(as defined below), except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.
Such Buyer hereby agrees that it shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable
to such Buyer or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii)
or (iii) or (d)(3) is applicable. For purposes of this Section 2(c), “Rule 506(d) Related Party” shall mean
a Person that is a beneficial owner of such Buyer’s securities for purposes of Rule 506(d) of the 1933 Act. Except as set forth
on Schedule 2(c), such Buyer is not, and has not been, for a period of at least three (3) months prior to the date of this Agreement
(a) an officer or director of the Company, (b) an “affiliate” of the Company (as defined in Rule 144) (an “Affiliate”),
or (c) a “beneficial owner” of more than 10% of the Company’s Common Stock (as defined for purposes of Rule 13d-3 of
the 1934 Act (as defined below)).


 


(d)              
No General Solicitation. Such Buyer did not learn of the investment in the Common Shares as a result of any general or public
advertising or, to such Buyer’s knowledge, general solicitation, or publicly disseminated advertisements or sales literature, including
(a) any advertisement, article, notice or other communication published in any newspaper, magazine, website, or similar media, or
broadcast over television or radio, or (b) any seminar or meeting to which such Buyer was invited by any of the foregoing means of
communications.


 






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(e)              
Brokers and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any
valid right, interest or claim against or upon the Company or a Buyer for any commission, fee or other compensation pursuant to any agreement,
arrangement or understanding entered into by, on behalf of such Buyer.


 


(f)               
Short Sales and Confidentiality Prior to the Date Hereof. Other than consummating the transactions contemplated hereunder,
such Buyer has not, nor has any Person acting on behalf of such Buyer or pursuant to any understanding with such Buyer, directly or indirectly
executed any purchases or sales, including “short sales” (as defined in Rule 200 of Regulation SHO under the 1934 Act), of
the securities of the Company, including any derivatives, during the period commencing as of the time that such Buyer was first contacted
by the Company or any other Person regarding the transactions contemplated hereby and ending immediately prior to the date hereof. 
Notwithstanding the foregoing, in the case of a Buyer that is a multi-managed investment vehicle whereby separate portfolio managers manage
separate portions of such Buyer’s assets and the portfolio managers have no direct knowledge of the investment decisions made by
the portfolio managers managing other portions of such Buyer’s assets, the representation set forth above shall only apply with
respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Common Shares covered
by this Agreement. Other than to other Persons party to this Agreement and other than to such Person’s outside attorney, accountant,
auditor or investment advisor only to the extent necessary to permit evaluation of the investment, and the performance of the necessary
or required tax, accounting, financial, legal, or administrative tasks and services and other than as may be required by law, as of the
date of this Agreement such Buyer has maintained the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein
shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or
securing of, available shares to borrow in order to effect “short sales” or similar transactions in the future.


 


(g)              
Reliance on Exemptions. Such Buyer understands that the Common Shares are being offered and sold to it in reliance on specific
exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the
truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire
the Common Shares.


 


(h)              
Information. Such Buyer has been furnished with all materials relating to the business, finances and operations of the Company
and materials relating to the transactions contemplated hereunder that have been requested by such Buyer. Such Buyer has been afforded
the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by such Buyer
or its representatives shall modify, amend or affect such Buyer’s right to rely on the Company’s representations and warranties
contained herein. Such Buyer acknowledges that all of the documents filed by the Company with the SEC under Sections 13(a), 14(a) or 15(d)
of the 1934 Act that have been posted on the SEC’s EDGAR site are available to such Buyer, and such Buyer has not relied on any
statement of the Company not contained in such documents or in this Agreement (including all schedules attached hereto) in connection
with such Buyer’s decision to enter into this Agreement and the transactions contemplated hereby. Such Buyer has not relied on any
information or advice furnished by or on behalf of any other Buyer in connection with the transaction contemplated hereby.


 






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(i)                
Risk. Such Buyer understands that its investment in the Common Shares involves a high degree of risk. Such Buyer is able
to bear the risk of an investment in the Common Shares, including, without limitation, the risk of total loss of its investment. Such
Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect
to the transactions contemplated hereby. Such Buyer understands that there is no assurance that the Common Shares will continue to be
quoted, traded or listed for trading or quotation on the Nasdaq Capital Market (“Nasdaq”) or on any other organized
market or quotation system.


 


(j)                
Intentionally Omitted.


 


(k)              
No Governmental Review. Such Buyer understands that no U.S. federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Common Shares or the fairness or suitability of the investment in
the Common Shares nor have such authorities passed upon or endorsed the merits of the offering of the Common Shares.


 


(l)                
Residency. Such Buyer’s office in which its investment decision with respect to the Common Shares was made is located
at the address immediately below such Buyer’s name on its signature page hereto.


 


(m)               Transfer
or Resale. Such Buyer acknowledges and agrees that the Common Shares are “restricted securities” as defined in Rule 144
promulgated under the 1933 Act as in effect from time to time (or a successor rule thereto) (“Rule 144”) and must
be held indefinitely unless they are subsequently registered under the 1933 Act or an exemption from such registration is available.
Such Buyer has been advised or is aware of the provisions of Rule 144, which permits limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public
information about the Company during a certain period of time, if any, the resale occurring following the required holding period under
Rule 144 and under certain circumstances the number of shares being sold during any three-month period not exceeding specified limitations.


 


(n)              
Authorization; Validity; Enforcement. Such Buyer has all requisite power and authority to enter into this Agreement and
the other Transaction Documents to which such Buyer is a party, to carry out its obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement and the other Transaction Documents to which such Buyer is a party have been duly and validly authorized,
executed and delivered by such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such
Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies.


 






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(o)              
Legends. Such Buyer understands that the certificates or other instruments representing the Common Shares, until such time
as the exchange or resale of the Common Shares have been registered under the 1933 Act, may bear a restrictive legend in the following
form (and a stop-transfer order may be placed against transfer of such Common Shares):


 


THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER
THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY
BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS
IN COMPLIANCE WITH THE ACT.


 


In addition, if any Buyer is
an affiliate of the Company, the Common Shares issued to such Buyer may bear the following “affiliates” legend:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE HELD BY AN AFFILIATE OF THE ISSUER AS DEFINED IN RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH THE REQUIREMENTS OF RULE 144 OR PURSUANT TO A REGISTRATION STATEMENT
UNDER SAID ACT OR AN EXEMPTION FROM SUCH REGISTRATION.


 


(p)              
No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the other Transaction Documents
to which such Buyer is a party and the consummation by such Buyer of the transactions contemplated hereby and thereby will not (i) result
in a violation of the organizational documents of such Buyer or (ii) conflict with, or constitute a default (or an event which with notice
or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and
(iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected
to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.


 


(q)              
Current Ownership. As of the date hereof, each Buyer’s (and its Affiliates) ownership of Company securities (including
any derivatives), if any, is set forth on Schedule 2(q).


 






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(r)               
Forward Looking Statements. In connection with the due diligence investigation of the Company by each Buyer, such Buyer
has received and may continue to receive after the date hereof from the Company certain estimates, projections, forecasts, regulatory
approval expectations and other forward-looking information, as well as certain business plan information, regarding the Company and its
affiliates and subsidiaries and their respective businesses and operations. Such Buyer hereby acknowledges and agrees (a) that there are
uncertainties inherent in attempting to make such estimates, projections, forecasts, regulatory approval expectations and other forward-looking
statements, as well as business plans, (b) to take full responsibility for making its own evaluation of the adequacy and accuracy of all
such estimates, projections, forecasts, regulatory approval expectations and other forward-looking statements, as well as such business
plans, so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking
statements or business plans), and (c) that the Company has not made and is not making any express or implied representation or warranty
with respect to such estimates, projections, forecasts, regulatory approval expectations, forward-looking statements or business plans
(including the reasonableness of the assumptions underlying such estimates, projections, forecasts, regulatory approval expectations,
forward-looking statements or business plans).


 


3.                 
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


The Company represents and warrants
to each of the Buyers that, as of the date hereof and as of the Closing Date, except as set forth in the SEC Reports (as defined below),
which SEC Reports shall be deemed a part hereof, and except as set forth on the Disclosure Schedule attached hereto as Exhibit C
(the “Disclosure Schedule”) (references to a “Schedule” in this Agreement shall be deemed to refer to a
schedule contained in the Disclosure Schedule unless otherwise expressly provided):


 


(a)              
Organization and Qualification. The Company and each of its subsidiaries is an entity duly organized and validly existing
and in good standing under the laws of its jurisdiction of formation, and has the requisite corporate (or other) power and authorization
to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted. The Company and each
of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its
ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the
failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect. As used in this
Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities,
operations, results of operations or condition (financial or otherwise) of the Company or any of its subsidiaries, individually or taken
as a whole, or (ii) on the transactions contemplated hereby and the other Transaction Documents or (iii) on the other Transaction Documents
or by the agreements and instruments to be entered into in connection herewith or therewith, or (iv) on the authority or ability of the
Company to perform any of its obligations under any of the Transaction Documents or (v) on the legality, validity, binding effect or enforceability
of any of the Transaction Documents, except that any of the following, either alone or in combination, shall not be deemed a Material
Adverse Effect: (a) effects caused by changes or circumstances affecting general market or other conditions in the U.S. economy or which
are generally applicable to the industry in which the Company operates, provided that such effects are not borne to a materially disproportionate
degree by the Company compared to other companies operating in the same industry as the Company, (b) effects resulting from or relating
to the announcement or disclosure of the sale of the Common Shares or other transactions contemplated by this Agreement, (c) effects caused
by any event, occurrence or condition resulting from or relating to the taking of any action in accordance with this Agreement or the
Transaction Documents, or (d) effects resulting from Hatch-Waxman based litigation relating to the Company’s LIQ861 product candidate.
Except as set forth in the SEC Reports or as set forth on Schedule 3(a), the Company does not, directly or indirectly, own any
of the capital stock or hold an equity or similar interest in any entity.


 






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(b)              
Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform
its obligations under this Agreement, the Registration Rights Agreement, the Standstill Agreement (as defined in Section 5(vi))
and each of the other agreements entered into by the Company in connection with the transactions contemplated by this Agreement (collectively,
the “Transaction Documents”) and to issue the Common Shares in accordance with the terms hereof and thereof. The execution
and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby, including, without limitation, the issuance of the Common Shares, have been duly authorized by the Company’s
Board of Directors and (other than the filing of a Form D with the SEC and any other filings as may be required by any state securities
agencies), no further filing, consent or authorization is required by the Company, its Boards of Directors or its stockholders. This Agreement
and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may
be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws
relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


(c)              
Issuance of Common Shares. The issuance of the Common Shares at the Closing is duly authorized and, upon issuance in accordance
with the terms of the Transaction Documents, the Common Shares shall be validly issued and free from all preemptive or similar rights
(except for those which have been validly waived prior to the date hereof), taxes, liens and charges and other encumbrances with respect
to the issue thereof and the Common Shares shall be fully paid and nonassessable with the holders being entitled to all rights accorded
to a holder of Company Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2
of this Agreement, the offer and issuance by the Company of the Common Shares is exempt from registration under the 1933 Act. The offer
and issuance of the Common Shares hereunder will not obligate the Company to issue shares of Company Common Stock or other securities
to any other Person (other than the Buyers) and will not result in the adjustment of the exercise, conversion, exchange or reset price
of any outstanding security.


 


(d)              
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by
the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) will
not (i) result in a violation of the Company’s certificate of incorporation, as amended and restated and as in effect on the date
hereof or on the Closing, as applicable (the “Certificate of Incorporation”), or the Company’s bylaws, as amended
and restated and as in effect on the date hereof or on the Closing, as applicable (the “Bylaws”), or (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or
give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
the Company is a party, or (iii) result in a violation of any applicable law, rule, regulation, order, judgment or decree (including foreign,
federal and state securities laws and regulations and the rules and regulations of Nasdaq) applicable to the Company or by which any property
or asset of the Company is bound or affected, except, in the case of clauses (ii) and (iii) above, as would not have or reasonably be
expected to result in a Material Adverse Effect.


 


(e)              
Consents. The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration
with (other than the filing of a Form D with the SEC and any other filings as may be required by any state securities agencies), any court,
governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any
of its obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All
consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence
have been obtained or effected on or prior to the Closing Date.


 






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(f)               
Acknowledgment Regarding Buyer’s Purchase of Common Shares. The Company acknowledges and agrees that each Buyer is
acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
hereby and thereby and that, except as set forth on Schedule 3(f), no Buyer is (i) an officer or director of the Company, (ii)
an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner”
(as defined for purposes of Rule 13d-3 of the 1934 Act) of more than 10% of the Company Common Stock. The Company further acknowledges
that no Buyer is acting as a financial advisor or fiduciary of the Company or any other Buyer (or in any similar capacity) with respect
to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives
or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such
Buyer’s purchase of the Common Shares. The Company further represents to each Buyer that the Company’s decision to enter into
the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.


 


(g)              
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company, if any, under the 1933 Act and the Securities Exchange Act of 1934, as amended (the “1934 Act”),
including pursuant to Section 13(a) or 15(d) of the 1934 Act, for the twelve (12) months preceding the date of this Agreement (the foregoing
materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the
 “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC
Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects
with the requirements of the 1933 Act and the 1934 Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the
SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Securities Exchange
Commission (the “SEC”) with respect thereto as in effect at the time of filing. Such financial statements have been
prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent
basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that
unaudited financial statements may not contain all footnotes required by GAAP applied on a consistent basis during the periods involved,
and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations
and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
As of the date of this Agreement and as of the Closing Date, there are no outstanding or unresolved comments received from the staff of
the SEC with respect to the SEC Reports, and to the Company’s knowledge, none of the SEC Reports is the subject of any ongoing SEC
review or investigation. No other information provided by or on behalf of the Company to any of the Buyers which is not included in the
SEC Reports, including, without limitation, information referred to in Section 2(h) of this Agreement or in the Disclosure Schedule
to this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the
statements therein, in the light of the circumstance under which they are or were made, not misleading.


 






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(h)              
Subsidiaries. Except as set forth on Schedule 3(h), the Company does not have any subsidiaries.


 


(i)                
No General Solicitation; Placement Agent’s Fees. Neither the Company nor its affiliates, nor any Person acting on
their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection
with the offer or sale of the Common Shares. There are no placement agent fees, financial advisory fees, or brokers’ commissions
(other than for Persons engaged by or on behalf of any Buyer or its investment advisor) relating to or arising out of the transactions
contemplated hereby in connection with the sale of the Common Shares. The Company shall pay, and hold each Buyer harmless against, any
liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with
any such claim. The Company has not engaged any placement agent or other agent in connection with the offer or sale of the Common Shares.


 


(j)                 No Integrated Offering. Neither the Company nor any of its affiliates, nor any Person acting on their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require
registration of the issuance of any of the Common Shares under the 1933 Act, whether through integration with prior offerings or otherwise,
or cause this offering of the Common Shares to require approval of shareholders of the Company for purposes of the 1933 Act or any applicable
shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation
system on which any of the securities of the Company are listed or designated for quotation.


 


(k)              
Application of Takeover Protections; Rights Agreement. The Company and its Board of Directors have taken all necessary action,
if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including,
without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation,
Bylaws or other organizational documents or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer
as a result of the transactions contemplated by this Agreement, including, without limitation, the issuance of the Common Shares and any
Buyer’s ownership of the Common Shares. The Company and its Board of Directors have taken all necessary action, if any, in order
to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Company
Common Stock or a change in control of the Company.


 






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(l)                
Absence of Certain Changes. Except as disclosed in the SEC Reports, since December 31, 2020, there has been no material
adverse change and no material adverse development in the business, assets, liabilities, properties, operations, condition (financial
or otherwise), results of operations or prospects of the Company. Except as disclosed in the SEC Reports, since December 31, 2020, the
Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside
of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $350,000. The Company
has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership,
liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary
bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not as of the
date hereof and, after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined
below). For purposes of this Agreement, “Insolvent” means, with respect to any Person, (i) the present fair saleable
value of such Person’s assets is less than the amount required to pay such Person’s total Indebtedness (as defined below),
(ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay
as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such
business is now conducted and is proposed to be conducted.


 


(m)               No
Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or
exists, or is contemplated to occur with respect to the Company or its business, properties, prospects, operations or financial condition,
that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed
with the SEC relating to an issuance and sale by the Company of Company Common Stock and which has not been publicly disclosed other
than set forth herein.


 


(n)              
Conduct of Business; Regulatory Permits. The Company is not in violation of any term of or in default under the Certificate
of Incorporation or the Bylaws. The Company is not in violation of any judgment, decree or order or any statute, ordinance, rule or regulation
applicable to the Company, and the Company will not conduct its business in violation of any of the foregoing, except in all cases for
possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. From
November 18, 2020 to the date hereof, the Company Common Stock has been designated for quotation on Nasdaq. From November 18, 2020 to
the date hereof, (i) trading in the Company Common Stock has not been suspended by the SEC or Nasdaq and (ii) the Company has received
no communication, written or oral, from the SEC or Nasdaq regarding the suspension or delisting of the Company Common Stock from Nasdaq.
The Company and each of its subsidiaries possesses all certificates, authorizations and permits issued by the appropriate foreign, federal
or state regulatory authorities necessary to conduct its business, except where the failure to possess such certificates, authorizations
or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its subsidiaries
has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. Without
limiting the generality of the foregoing, the Company has no knowledge of any facts or circumstances that would reasonably lead to delisting
or suspension of Company Common Stock by Nasdaq in the foreseeable future. The Company is in compliance with applicable Nasdaq continued
listing requirements. The issuance and sale of the Common Shares does not contravene the rules and regulations of Nasdaq and shall not
have the effect of delisting or suspending of the Company Common Stock from Nasdaq.


 






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(o)              
Foreign Corrupt Practices. Neither the Company nor any director, officer, agent, employee or other Person acting on
behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful
payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision
of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback
or other unlawful payment to any foreign or domestic government official or employee.


 


(p)               Transactions
with Affiliates. Except as set forth in Schedule 3(p), none of the officers, directors or employees of the Company is presently
a party to any transaction with the Company (other than for ordinary course services as employees, officers or directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the knowledge of the Company,
any corporation, partnership, trust or other Person in which any such officer, director, or employee has a substantial interest or is
an employee, officer, director, trustee or partner.


 


(q)              
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (I) 80,000,000 shares
of Company Common Stock, of which as of December 31, 2020, 43,336,277 were issued and outstanding, 4,692,071 shares were issuable under
outstanding options to purchase Company Common Stock at a weighted average exercise price of $5.51 per share, 88,131 shares were issuable
upon the vesting of restricted stock units and, except as set forth in Schedule 3(q), no shares were issuable under outstanding
warrants to purchase Company Common Stock, and (II) 10,000,000 shares of preferred stock of Company, none of which are issued or outstanding.
Except as disclosed in the SEC Reports (i) none of the Company’s capital stock is subject to preemptive rights or any other similar
rights or any liens or encumbrances suffered or permitted by the Company; (ii) there are no outstanding options, warrants, scrip, rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable
or exchangeable for, any capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company
is or may become bound to issue additional capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any
capital stock of the Company; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements,
documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing
statements securing obligations in any amounts filed in connection with the Company; (v) there are no outstanding securities or instruments
of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements
by which the Company is or may become bound to redeem a security of the Company; (vi) the Company has no stock appreciation rights or
 “phantom stock” plans or agreements or any similar plan or agreement; and (vii) the Company has no liabilities or obligations
required to be disclosed in the SEC Reports which are not so disclosed in the SEC Reports, other than those incurred in the ordinary course
of the Company’s business and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. All of
the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid
and nonassessable; none of such shares were issued in violation of any preemptive rights; and such shares were issued in compliance with
applicable state and federal securities law and any rights of third parties. There are no other outstanding warrants, options, convertible
securities or other rights, agreements or arrangements of any character under which the Company is or may be obligated to issue any equity
securities of any kind, except as contemplated by this Agreement. There are no voting agreements, buy-sell agreements, option or right
of first purchase agreements or other agreements of any kind between the Company and any of its securityholders relating to Company securities
held by them. Except as provided in the Registration Rights Agreement, that certain Registration Rights Agreement, dated as of December
23, 2019, by and among Liquidia Technologies, Inc. and certain Company stockholders signatory thereto, and except as provided in that
certain Seventh Amended and Restated Investors’ Rights Agreement, dated as of February 2, 2018, by and among Liquidia Technologies,
Inc. and certain investors signatory thereto, no Person has the right to require the Company to register any Company securities under
the 1933 Act, whether on a demand basis or in connection with the registration of Company securities for its own account or for the account
of any other Person.


 






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(r)               
Indebtedness and Other Contracts. Except as disclosed in the SEC Reports, neither the Company nor any of its subsidiaries
(i) has any outstanding Indebtedness, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under
which, by the other party(ies) to such contract, agreement or instrument would reasonably be expected to result in a Material Adverse
Effect, (iii) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness,
except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (iv) is
a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s
officers, has or is expected to have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness”
of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as
the deferred purchase price of property or services (including, without limitation, “finance leases” in accordance with GAAP
applied on a consistent basis during the periods involved) (other than trade payables entered into in the ordinary course of business
consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other
similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced
incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional
sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with
the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default
are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in
connection with GAAP applied on a consistent basis during the periods involved is classified as a finance lease, (G) all indebtedness
referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any mortgage, claim, lien, tax, right of first refusal, pledge, charge, security interest or other encumbrance
upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such
assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect
of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation”
means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, finance
lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the
primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that
any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against
loss with respect thereto.


 


(s)               
Absence of Litigation. Except as set forth in the SEC Reports or on Schedule 3(s), there is no action, suit, proceeding,
inquiry or investigation before or by Nasdaq, any court, public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the Company, threatened against or affecting the Company, any of its subsidiaries, Company Common Stock or any
of Company’s or any of its subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their
capacities as such (collectively, the “Litigation Matters”). Neither the Litigation Matters set forth in the SEC Reports
nor the matters set forth on Schedule 3(s) would reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.


 


(t)                
Employee Relations. The Company is not a party to any collective bargaining agreement, nor does it employ any member of
a union. The Company believes that its relations with its employees are good. No executive officer (as defined in Rule 501(f) promulgated
under the 1933 Act) or other key employee of the Company has notified the Company that such officer intends to leave the Company or otherwise
terminate such officer’s employment with the Company. No executive officer or other key employee of the Company is, or is now expected
to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement,
non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive
officer or other key employee (as the case may be) does not subject the Company to any liability with respect to any of the foregoing
matters. The Company is in compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and
employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would
not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 






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(u)              
Title. The Company has good and marketable title in fee simple to all real property and good and marketable title to all
personal property owned by it which is material to the business of the Company, in each case free and clear of all liens, encumbrances
and defects except such as do not materially affect the value of such property and do not interfere with the use made and proposed to
be made of such property by the Company. Any real property and facilities held under lease by the Company is held by it under valid, subsisting
and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such
property and buildings by the Company.


 


(v)              
Intellectual Property Rights. The Company and each of its subsidiaries owns, free and clear of all liens, encumbrances and
defects, or has obtained valid and enforceable licenses for, all Intellectual Property (as defined below) (i) described in the SEC Reports
as being owned or licensed by it or (ii) which are necessary for the conduct of their respective businesses as currently conducted or
as currently proposed to be conducted, in each case as such business is described in the SEC Reports (collectively, with respect to the
Company and/or any of its subsidiaries, the “Company Intellectual Property”).  To the Company’s knowledge: 
(i) there are no third parties (including any present or former employees or contractors of the Company or any of its subsidiaries)
who have rights to any Company Intellectual Property, except for customary reversionary rights of third-party licensors, and the conduct
of the Company’s or any of its subsidiaries’ businesses as currently conducted or as currently proposed to be conducted (as
such business is described in the SEC Reports) does not infringe, misappropriate or otherwise violate the Intellectual Property of any
third party; and (ii) there is no infringement, misappropriation or other violation by third parties of any Company Intellectual
Property.  Except as set forth in Schedule 3(v), there is no pending or, to the Company’s knowledge, threatened action,
suit, proceeding or claim by others: (A) challenging the Company’s or any of its subsidiaries’ rights in or to any Company
Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding
or claim; (B) challenging the validity, enforceability or scope of any Company Intellectual Property, and the Company is unaware
of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company
or any of its subsidiaries infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service
described in the SEC Reports as under development, infringe, misappropriate or otherwise violate, any Intellectual Property rights of
others, and the Company is not aware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. 
The Company has complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed
to the Company or any of its subsidiaries, and all such agreements are in full force and effect.  The products or product candidates
described in the SEC Reports (each a “Company Product”) as under development by the Company or any of its subsidiaries
fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or
any of its subsidiaries, the rights of the Company or any of its subsidiaries under which entitle (or in the case of patent applications,
once issued, would entitle) the Company or any of its subsidiaries to claim in good faith that a third party should cease the manufacture,
use, sale or importation of such Company Product. The Company has taken commercially reasonable efforts to protect, enforce and maintain
the material Company Intellectual Property. All present or former employees, consultants or independent contractors involved the development
of any material Company Intellectual Property have executed written agreements under which he, she or it assigns all rights to such Intellectual
Property to the Company or any of its subsidiaries and agrees to protect Company’s and its subsidiaries’ trade secrets and
other confidential information. The term “Intellectual Property” means all intellectual property rights, including
inventions, patents, trademarks, trade names, service names, Internet domain names, copyrights, copyrightable works, and trade secrets
and other confidential or proprietary information, and all registration or applications (including, as applicable, any renewals, reissues,
reexaminations, continuations, continuations-in-part, or divisionals thereof) for any of the foregoing.


 






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(w)             
Environmental Laws. The Company and each of its subsidiaries (A) is in compliance with all Environmental Laws (as defined
below), (B) has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business
and (C) is in compliance with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses
(A), (B) and (C), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse
Effect. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection
of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous
Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice
letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 


(x)               
Tax Status. The Company and each of its subsidiaries (i) has timely and properly filed all foreign, federal and state income
and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes
and other governmental assessments and charges that are material in amount, whether or not shown or determined to be due on such returns,
reports and declarations, except those being contested in good faith, and (iii) has set aside on its books provision reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know
of no basis for any such claim.


 


(y)              
Investment Company Status. Neither the Company nor any of its subsidiaries is, or upon consummation of the sale of the Common
Shares, and for so long as any Buyer holds any Common Shares, will be, an “investment company,” an affiliate of an “investment
company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter”
or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act
of 1940, as amended.


 


(z)               
U.S. Real Property Holding Corporation. The Company is not, has never been, and, so long as any Common Shares are held by
any of the Buyers, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue
Code of 1986, as amended, and the Company shall so certify upon any Buyer’s request.


 






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(aa)           
Shell Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i)(1) of
the 1933 Act.


 


(bb)          
Compliance with Anti-Money Laundering Laws. The Company and its affiliates are and have been at all times in compliance
with applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering and
anti-terrorism laws, rules and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act
of 1970, as amended, the United States Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the United States Money Laundering
Control Act of 1986 (18 U.S.C. §§1956 and 1957), as amended, as well as the implementing rules and regulations promulgated thereunder,
and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or
similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or self-regulatory body (collectively,
the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency,
authority or body, self-regulatory body, or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending
or, to the knowledge of the Company, threatened.


 


(cc)           Compliance
with Sanctions Laws. Neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other
Persons acting on behalf of the Company or any of its affiliates is, or is directly or indirectly owned or controlled by, a Person that
is currently the subject or the target of any economic or financial sanctions or trade embargoes imposed, administered or enforced by
the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)
or the U.S. Departments of State or Commerce and including, without limitation, the designation as a “Specially Designated National”
or on the “Sectoral Sanctions Identifications List”, collectively “Blocked Persons”), the United
Nations Security Council, the European Union, Her Majesty’s Treasury or any other relevant sanctions authority (collectively, “Sanctions
Laws”); neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons
acting on behalf of the Company or its affiliates, is located, organized or resident in a country or territory that is the subject or
target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, Crimea,
Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); neither the Company nor any of its directors,
officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, has violated
or is in violation of any applicable Sanctions Laws, including but not limited to the Sanctions Laws of the United States; the Company
maintains in effect and enforces policies and procedures reasonably designed to ensure compliance by the Company and its affiliates with
applicable Sanctions Laws; neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or
other Persons acting on behalf of the Company or its affiliates, acting in any capacity in connection with the operations of the Company,
conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods
or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to, any
property or interests in property blocked or subject to blocking or rejection pursuant to any applicable Sanctions Laws; neither the
Company nor its affiliates derives revenues from investments in, or transactions with, Blocked Persons or Sanctioned Countries in violation
of Sanctions Laws; no action of the Company in connection with (i) the execution, delivery and performance of this Agreement and the
other Transaction Documents, (ii) the issuance and sale of the Common Shares, or (iii) the direct or indirect use of proceeds from the
Common Shares or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment
of the terms hereof or thereof, will result in the proceeds of the transactions contemplated hereby and by the other Transaction Documents
being used, or loaned, contributed or otherwise made available, directly or indirectly, to any joint venture partner or other Person
or entity, for the purpose of (i) unlawfully funding or facilitating any activities of or business with any Person that, at the time
of such funding or facilitation, is the subject or target of Sanctions Laws, (ii) unlawfully funding or facilitating any activities of
or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person (including any Person
participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions Laws. From its inception, the
Company has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions in violation of any Sanctions Laws
or with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions Laws or with any Sanctioned
Country.


 








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(dd)          
Compliance with Anti-Bribery Laws. The Company has not made any contribution or other payment, or offered to make such contribution
or payment, to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company nor
any of its affiliates, nor any directors, officers, agents, employees or other Persons acting on behalf of the Company or any of its affiliates,
has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii)
made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a
private entity with which the Company or any of its affiliates does or seeks to do business or to foreign or domestic political parties
or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention
on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign
Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any other similar applicable law of any other jurisdiction, including
laws of any jurisdiction in which the Company or its affiliates operate their business, including, in each case, the rules and regulations
thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an
offer, payment, gift or anything else of value, directly or indirectly, to any Person while knowing that all or some portion of the money
or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise
to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other
unlawful payment; the Company and its affiliates have instituted and have maintained, and will continue to maintain, as applicable, policies
and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation
and warranty; neither the Company nor any of its affiliates will directly or indirectly use the proceeds of the Common Shares or lend,
contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other Person for the purpose
of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have
been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company or its
affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other
Persons acting or purporting to act on their behalf.


 






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(ee)           
No Disqualification Events. Neither the Company nor any of its predecessors, any affiliated issuer, any director, executive
officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and,
together, “Issuer Covered Persons”) is subject to any Disqualification Event, except, if applicable, for a Disqualification
Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. The Company has exercised reasonable care to determine whether
any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure
obligations under Rule 506(e), and has furnished to the Buyers a copy of any disclosures provided thereunder.


 


(ff)             
Disclosure. The Company confirms that none of them nor any other Person acting on their behalf has provided any of the Buyers
or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information
concerning the Company, other than the existence of, and information related to, the transactions contemplated by this Agreement and the
other Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing representations in
effecting transactions in securities of the Company. All disclosure provided to the Buyers regarding the Company each of its subsidiaries,
their respective businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf
of the Company is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the
written information furnished after the date hereof by or on behalf of the Company to you pursuant to or in connection with this Agreement
and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date on which such
information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. Each press release
issued by the Company and filed as an exhibit to an SEC Report during the twelve (12) months preceding the date of this Agreement did
not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No
event or circumstance has occurred or information exists with respect to the Company or its business, properties, liabilities, prospects,
operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires
public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. The Company
acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Section 2.


 


(gg)          
Disclosure Controls. The Company maintains systems of internal accounting controls designed to provide reasonable assurance
that (a) transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded
as necessary to permit preparation of financial statements in conformity with GAAP applied on a consistent basis during the periods involved
and to maintain asset accountability; (c) access to assets is permitted only in accordance with management’s general or specific
authorization; and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences. Other than as set forth in the SEC Reports, the Company is not aware of any material
weaknesses or significant deficiencies in its internal control over financial reporting. To the knowledge of the Company, since the date
of the latest audited financial statements of the Company included within the SEC Reports, there has been no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting. The Company has established disclosure controls and procedures (as defined in 1934 Act Rules
13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures to ensure that material information relating to
the Company is made known to the certifying officers by others within the Company, particularly during the period in which the Company’s
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being prepared. The Company’s certifying officers
evaluated the effectiveness of the Company’s controls and procedures as of a date within 90 days prior to the filing date of the
Annual Report on Form 10-K for the fiscal year most recently ended (such date, the “Evaluation Date”). The Company
presented in its Annual Report on Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers about the
effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date,
there have been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of Regulation
S-K under the 1933 Act) or, to the Company’s knowledge, in other factors that would significantly adversely affect the Company’s
internal controls. To the knowledge of the Company, the Company’s “internal control over financial reporting” and “disclosure
controls and procedures” (as such terms are defined under the 1934 Act) are effective at a reasonable assurance level.


 






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(hh)          
Clinical Data and Regulatory Compliance.  The preclinical tests and clinical trials, and other studies (collectively,
 “studies”) that are described in, or the results of which are referred to in, the SEC Reports were and, if still pending,
are being conducted in all material respects in accordance with the protocols, procedures and controls designed and approved for such
studies and with standard medical and scientific research procedures; each description of the results of such studies is accurate and
complete in all material respects and fairly presents the data derived from such studies, and the Company does not have any knowledge
of any other studies the results of which are materially inconsistent with, or otherwise call into question, the results described or
referred to in the SEC Reports. Each of the Company and its subsidiaries has made all such filings and obtained all such approvals as
may be required by the Food and Drug Administration of the U.S. Department of Health and Human Services or any committee thereof or from
any other U.S. or foreign government or drug or medical device regulatory agency, or health care facility Institutional Review Board (collectively,
the “Regulatory Agencies”) based on the location and nature of the relevant study; the Company has not received any
notice of, or correspondence from, any Regulatory Agency requiring the termination, suspension or modification of any clinical trials
that are described or referred to in the SEC Reports; and each of the Company and its subsidiaries has operated and currently is in compliance
in all material respects with all applicable rules, regulations and policies of the Regulatory Agencies.


 


(ii)             
Compliance with Health Care and Privacy Laws.  Each of the Company and its subsidiaries is, and at all times has been,
in material compliance with all applicable Health Care and Privacy Laws. For purposes of this Agreement, “Health Care and
Privacy Laws” means: (i) the Federal Food, Drug, and Cosmetic Act and the regulations promulgated thereunder;
(ii) all applicable federal, state, local and foreign health care laws, including, without limitation, the U.S. Anti-Kickback
Statute (42 U.S.C. Section 1320a-7b(b)), the Civil Monetary Penalties Law (42 U.S.C. Section 1320a-7a), the
U.S. Civil False Claims Act (31 U.S.C. Section 3729 et seq.), all applicable federal, state, local and all foreign criminal laws
relating to health care fraud and abuse, including but not limited to the U.S. False Statements Law (42 U.S.C. Section 1320a-7b(a)), 18
U.S.C. Sections 286 and 287, and the health care fraud criminal provisions under the U.S. Health Insurance Portability and Accountability
Act of 1996 (“HIPAA”) (42 U.S.C. Section 1320d et seq.), the exclusion laws (42 U.S.C. Section 1320a-7),
the statutes, regulations and directives of applicable government funded or sponsored healthcare programs, and the regulations promulgated
pursuant to such statutes; (iii) to the extent applicable, the Standards for Privacy of Individually Identifiable Health Information
(the “Privacy Rule”), the Security Standards, and the Standards for Electronic Transactions and Code Sets promulgated
under HIPAA, the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.), and the
regulations promulgated thereunder and any state or non-U.S. counterpart thereof or other law or regulation the purpose
of which is to protect the privacy of individuals or prescribers; (iv) the Patient Protection and Affordable Care Act of 2010, as
amended by the Health Care and Education Reconciliation Act of 2010, the regulations promulgated thereunder; (v) the U.S. Controlled
Substances Act (21 U.S.C. Section 801 et seq.); (vi) licensure, quality, safety and accreditation requirements under applicable
federal, state, local or foreign laws or regulatory bodies; and (vii) all other local, state, federal, national, supranational and
foreign laws, relating to the regulation of the Company, including any of the foregoing concerning data security or privacy (including
the collection, use, storage, processing or disposal of any information that identifies or could reasonably be used to identify any natural
Person). Neither the Company nor any of its subsidiaries has received written notice of any claim, action, suit, proceeding, hearing,
enforcement, investigation, arbitration or other material action from any court or arbitrator or governmental or regulatory authority
or third party alleging that any product, operation or activity is in violation of any Health Care and Privacy Laws nor is any such claim,
action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action threatened. Each of the Company and each of
its subsidiaries has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records,
claims, submissions and supplements or amendments as required by any Health Care and Privacy Laws, and all such reports, documents, forms,
notices, applications, records, claims, submissions and supplements or amendments were in all material respects timely, complete, accurate
and not misleading on the date filed (or were corrected or supplemented by a subsequent submission). Neither the Company or any of its
subsidiaries has received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation is a party to any
corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar agreements with or imposed by any
governmental or regulatory authority. Additionally, neither the Company, any of its subsidiaries nor any of their respective employees,
officers or directors has been excluded, suspended or debarred from participation in any U.S. federal health care program or human clinical
research or is subject to a governmental inquiry, investigation, proceeding, or other similar action that could reasonably be expected
to result in debarment, suspension, or exclusion.


 






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(jj)             
No Additional Agreements. The Company has no other agreements or understandings (including, without limitation, side letters)
with any Buyer to purchase Common Shares on terms more favorable to such Buyer than as set forth herein.


 


(kk)           
Manipulation of Price.  Neither the Company nor, to the knowledge of the Company, any Person acting on its behalf,
directly or indirectly, (i) has taken any action designed to cause or to result in the stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of any of the Common Shares, (ii) sold, bid for, purchased, or paid any compensation
for soliciting purchases of, any of the Common Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another
to purchase any other securities of the Company.


 


(ll)             
Eligibility for Registration. As of the Closing, the Company is eligible to register the Common Shares for resale by the
Buyers using Form S-3 promulgated under the 1933 Act.


 


(mm)          
Transfer Taxes. On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required
to be paid in connection with the issuance, sale and transfer of the Common Shares to be sold to each Buyer hereunder will be, or will
have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.


 


(nn)           
Bank Holding Company Act. Neither the Company nor any of its subsidiaries or affiliates is subject to the Bank Holding Company
Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
 “Federal Reserve”). Neither the Company nor any of its subsidiaries or affiliates owns or controls, directly or indirectly,
five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total
equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its
subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to
the BHCA and to regulation by the Federal Reserve.


 


(oo)          
Insurance. As applicable, each of the Company and its subsidiaries is insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses
in which the Company and its subsidiaries are engaged. Neither the Company nor any of its subsidiaries have been refused any insurance
coverage sought or applied for and neither the Company nor any of its subsidiaries has any reason to believe that it will be unable to
renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that would not have a Material Adverse Effect.


 


(pp)           
Sarbanes-Oxley Act. The Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002,
as amended, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder
that are effective as of the date hereof, except where the failure to be in such compliance would not have, individually or in the aggregate,
a Material Adverse Effect.


 


(qq)           
Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of
its subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act
filings and is not so disclosed or that otherwise would be reasonably likely to have a Material Adverse Effect.


 






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4.             COVENANTS.


 


(a)              
Commercially Reasonable Efforts. Each party shall use its commercially reasonable efforts timely to satisfy each of the
covenants and the conditions to be satisfied by it as provided in Section 5 and Section 6 of this Agreement.


 


(b)             No
Conflicting Agreements. The Company will not take any action, enter into any agreement or make any commitment that would conflict
or interfere in any respect with the Company’s obligations to the Buyers under the Transaction Documents.


 


(c)              
Nasdaq Listing. Until the date the Buyers have sold all of the Common Shares (the “Reporting Period”),
the Company will use commercially reasonable efforts to continue the listing and trading of Company Common Stock on Nasdaq, and, in accordance
therewith, will use commercially reasonable efforts to comply with the Company’s reporting, filing and other obligations under the
bylaws or rules of such market or exchange, as applicable.


 


(d)             Reporting
Status. During the Reporting Period, the Company shall timely file all reports required to be filed with the SEC pursuant to the
1934 Act, and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act
or the rules and regulations thereunder would otherwise permit such termination and the Company shall take all actions necessary to maintain
its eligibility to register the Common Shares for resale by the Buyers on Form S-3.


 


(e)              Transfer
or Resale. Notwithstanding any other provision of the Transaction Documents, each Buyer covenants that the Common Shares may be disposed
of only pursuant to an effective registration statement under, and in compliance with the requirements of, the 1933 Act, or pursuant
to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in compliance
with any applicable state and federal securities laws. In connection with any transfer of the Common Shares other than (i) pursuant to
an effective registration statement, (ii) pursuant to Rule 144 at a time when the transferor is not at the time of the sale, or during
the ninety (90) days immediately preceding such sale, an affiliate of the Company, or (iii) to the Company, the Company may require the
transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company,
provided that Schulte Roth & Zabel LLP shall be deemed reasonably acceptable to the Company, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Common
Shares under the 1933 Act. Notwithstanding the foregoing, provided that no affiliate of such Buyer serves on the Board of Directors of
the Company, the Common Shares may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured
by the Common Shares and such pledge of Common Shares shall not be deemed to be a transfer, sale or assignment of the Common Shares hereunder,
and no such Buyer effecting a pledge of Common Shares shall be required to provide the Company with any notice thereof or otherwise make
any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, this Section
4(e).


 






    21


     


    

 


(f)               
Removal of Legends. Subject to the Company’s right to request an opinion of counsel as set forth in Section 4(e),
the legend set forth in Section 2(o) shall be removed and the Company shall issue or cause to be issued a certificate or book-entry
evidence of ownership without such legend or any other legend (except for any “affiliates” legend as set forth in Section
2(o) to the extent applicable) to the holder of the applicable Common Shares upon which it is stamped, if (i) such Common Shares are
registered for resale pursuant to an effective registration statement under the 1933 Act, (ii) such Common Shares are eligible to be sold
pursuant to Rule 144 at a time the transferor is not, and has not been for ninety (90) days prior to such time, an affiliate of the Company
or (iii) such Common Shares are sold or transferred in compliance with Rule 144, including without limitation in compliance with the current
public information requirements of Rule 144 if applicable to the Company at the time of such sale or transfer, and, in the cases of clauses
(ii) and (iii), the holder and its broker have delivered customary documents reasonably requested by counsel to the Company in connection
with such sale or transfer, provided that such documents shall not include a legal opinion if the Common Shares are proposed to be as
described in clauses (i), (ii) or (iii) set forth in Section 4(e). Any fees (with respect to the counsel to the Company or otherwise)
associated with the removal of such legend shall be borne by the Company.


 


(g)              
Use of Proceeds. The Company shall use the proceeds from the sale of the Common Shares in a manner consistent with the Company’s
public statements and filings and for general corporate purposes, but not for (i) the repayment of any outstanding Indebtedness (other
than in connection with the potential refinancing of the Company’s credit facility existing on the date hereof) or (ii) the redemption
or repurchase of any equity securities (other than in connection with net issuances pursuant to the Company’s equity plans existing
on the date hereof).


 


(h)               
Fees. The Company and the Buyers shall each pay the fees and expenses of their respective advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party in connection with the negotiation, preparation, execution, delivery
and performance of this Agreement.


 


(i)                Short
Sales and Confidentiality After the Date Hereof.  Each Buyer covenants that neither it nor any Affiliates acting on its behalf
or pursuant to any understanding with it will execute any “short sales” during the period from the date hereof until the
earlier of such time as (i) the transactions contemplated by this Agreement are first publicly announced or (ii) this Agreement
is terminated in full. Each Buyer covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed
by the Company, such Buyer will maintain the confidentiality of all disclosures made to it in connection with this transaction (including
the existence and terms of this transaction), other than to such Person’s outside attorney, accountant, auditor or investment advisor
only to the extent necessary to permit evaluation of the investment, and the performance of the necessary or required tax, accounting,
financial, legal, or administrative tasks and services and other than as may be required by law. Notwithstanding the foregoing, for avoidance
of doubt, nothing contained herein shall preclude any actions with respect to the identification of the availability of, or securing
of, available shares to borrow in order to effect “short sales” or similar transactions in the future. Each Buyer understands
and acknowledges that the SEC currently takes the position that coverage of “short sales” of shares of the Common Stock “against
the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would
be a violation of Section 5 of the 1933 Act, as set forth in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations
compiled by the Office of Chief Counsel, Division of Corporation Finance.


 






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(j)            Notice
of Disqualification Events. The Company will notify the Buyers in writing, prior to the Closing Date of (i) any Disqualification
Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event
relating to any Issuer Covered Person, in each case of which it is aware.


 


(k)              
Subsequent Equity Sales.


 


(i)                
From the date hereof until 90 days after the Closing Date, without the prior written consent of the Buyers, the Company shall not
offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Company Common Stock or securities convertible
into or exchangeable for Company Common Stock, warrants or any rights to purchase or acquire, Company Common Stock prior to the termination
of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s
Excluded Securities (as defined below).


 


(ii)             
As used in this Agreement, (i) “Business Day” means any day, excluding Saturday, Sunday and any day which is
a legal holiday in the City of New York or is a day on which banking institutions located in the City of New York are authorized or required
by law or other governmental action to close; (ii) “Excluded Securities” means (a) issuance or sale of Company
Common Stock, options to purchase Company Common Stock, or Company Common Stock issuable upon the exercise of options, restricted stock
units or other equity awards to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term
incentive plan, option exchange program, dividend reinvestment plan, inducement award under the rules of Nasdaq or other compensation
plan of Company Common Stock, whether now in effect or hereafter implemented, disclosed in the SEC Reports (or, in the case of an inducement
award under Nasdaq rules, disclosed by press release), (b) issuance or sale of Company Common Stock issuable upon exchange, conversion
or redemption of securities or the exercise or vesting of warrants, options, restricted stock units or other equity awards outstanding
at the date of this Agreement or disclosed in the SEC Reports and (c) issuance or sale of Company Common Stock or securities convertible
into or exchangeable for Company Common Stock as consideration for mergers, acquisitions, other business combinations, joint ventures
or strategic alliances, marketing or distribution arrangements, collaboration agreements, co-promotion agreements or intellectual property
license agreements occurring after the date of this Agreement but shall not include a transaction in which the Company is issuing securities
for the purpose of raising capital or to an entity whose primary business is investing in securities, provided, that the aggregate number
of Company Common Stock issued or issuable does not exceed 10% of the number of shares of Company Common Stock outstanding immediately
following the Closing.


 


(l)                
Form D and Blue Sky. The Company agrees to file a Form D with respect to the Common
Shares as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or
before the Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or
to qualify the Common Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue
Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of
any such action so taken to the Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating to the
offer and sale of the Common Shares required under applicable securities or “Blue Sky” laws of the states of the United States
following the Closing Date.


 






    23


     


    

 


(m)            
No Integrated Offering. None of the Company, its affiliates nor any Person acting on their behalf will take any action or
steps that would require registration of the issuance of any of the Common Shares under the 1933 Act or cause the offering of any of the
Common Shares to be integrated with other offerings for purposes of any such applicable shareholder approval provisions.


 


5.             CONDITIONS
TO THE COMPANY’S OBLIGATION TO ISSUE AND SELL.


 


The obligation of the Company
hereunder to issue and sell the Common Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of
the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company
at any time in its sole discretion by providing each Buyer with prior written notice thereof:


 


(i)               Such
Buyer shall have executed each of the Investor Questionnaire and the Transaction Documents to which it is a party and delivered the same
to the Company


 


(ii)             
The Purchase Price for the Common Shares with respect to each Buyer shall have been received by the Company.


 


(iii)           
The representations and warranties made by such Buyer in this Agreement shall be true and correct as of the date hereof and on
and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which
shall be true and correct as of such specified date); and such Buyer shall have performed, satisfied and complied in all respects with
the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior
to the Closing Date.


 


(iv)            
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any
state that are required in connection with the lawful issuance and sale of the Common Shares pursuant to this Agreement shall be obtained
and effective as of the Closing.


 


(v)             Each
Buyer shall have duly executed and delivered to the Company a lock-up agreement in the form of Exhibit D.


 


(vi)            
Caligan Partners CV IV LP (the “Lead Investor”) shall have duly executed and delivered to the Company the standstill
agreement in the form of Exhibit E (the “Standstill Agreement”).


 






    24


     


    

 


6.             CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE.


 


The obligation of each Buyer
hereunder to purchase the Common Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following
conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time
in its sole discretion by providing the Company with prior written notice thereof:


 


(i)                
The Company shall have duly executed and delivered to such Buyer (A) each of the Transaction Documents and (B) the Common Shares
(allocated in such amounts as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement as is
set forth opposite such Buyer’s name in column (3).


 


(ii)             
In connection with the Closing, the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for
the listing of the Common Shares to be purchased at the Closing, and Nasdaq shall have raised no objection to the consummation of the
transactions contemplated by the Transaction Documents.


 


(iii)           
No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy
court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been
instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other
Transaction Documents.


 


(iv)            
The Company shall have delivered to such Buyer a certificate, executed by the Company’s Secretary and dated as of the Closing
Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors, (ii) the Certificate
of Incorporation in effect at the Closing and (iii) the Bylaws in effect at the Closing, in the form attached hereto as Exhibit F.


 


(v)             The representations and warranties made by the Company in this Agreement shall be true and correct as of the date hereof and on
and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which
shall be true and correct as of such specified date); and the Company shall have performed, satisfied and complied in all respects with
the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or
prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated
as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form
attached hereto as Exhibit G.


 


(vi)            
The Company shall have delivered to such Buyer a legal opinion in the form attached hereto as Exhibit H, dated the Closing
Date, from DLA Piper LLP (US), counsel for the Company, with respect to the Transaction Documents and the Common Shares.


 


(vii)            
There shall have been no Material Adverse Effect.


 


(viii)         No
stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental or regulatory body with respect
to public trading in the Company Common Stock.


 






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(ix)            
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any
state that are required in connection with the lawful issuance and sale of the Common Shares pursuant to this Agreement, including, without
limitation of Nasdaq, shall be obtained and effective as of the Closing.


 


(x)             The Company Common Stock (I) shall be designated for quotation or listed on Nasdaq and (II) shall not have been suspended, as of
the Closing Date, by the SEC or Nasdaq from trading on Nasdaq nor shall suspension by the SEC or Nasdaq have been threatened, as of the
Closing Date, either (A) in writing by the SEC or Nasdaq or (B) by falling below the minimum listing maintenance requirements of Nasdaq.


 


(xi)             The
Company shall have provided to such Buyer the Company’s wire instructions, on letterhead of the Company and executed by the Chief
Executive Officer of the Company.


 


(xii)           The
Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its subsidiaries
in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation,
as of a date within ten (10) days prior to the Closing Date.


 


(xiii)           The
Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good
standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required
to so qualify, as of a date within ten (10) days prior to the Closing Date, except to the extent that the failure to be so qualified
or be in good standing would not reasonably be expected to have a Material Adverse Effect.


 


(xiv)           
The Company shall have duly executed and delivered to such Buyer the Standstill Agreement applicable to such Buyer, if any.


 


(xv)            
David Johnson shall have been appointed as a member of the Company's Board of Directors.


 


7.             TERMINATION
OF OBLIGATIONS TO EFFECT CLOSING; EFFECTS.


 


The obligations of the Company,
on the one hand, and the Buyers, on the other hand, to effect the Closing shall terminate as follows:


 


(i)               Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued
and sold pursuant to this Agreement;


 


(ii)             
By the Company if any of the conditions set forth in Section 5 shall have become incapable of fulfillment, and shall not
have been waived by the Company; or


 


(iii)            By a Buyer (with respect to itself only) if any of the conditions set forth in Section 6 shall have become incapable
of fulfillment, and shall not have been waived in writing by such Buyer;


 


provided, however, that,
except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach
of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such
breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.


 






    26


     


    

 


In the event of termination by the Company or
any Buyer of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given to the
other Buyers by the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon written notice
to the Company. Nothing in this Section 7 shall be deemed to release any party from any liability for any breach by such party
of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific
performance by any other party of its obligations under this Agreement or the other Transaction Documents.


 


8.             INDEMNIFICATION.


 


(a)       Indemnification.
The Company agrees to indemnify and hold harmless each Buyer and its Affiliates, and their respective directors, officers, trustees, members,
managers, employees, investment advisers and agents (collectively, the “Indemnitees”), from and against any and all
losses, claims, damages, liabilities and expenses (including without limitation reasonable and documented attorney fees and disbursements
and other documented out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any action, claim
or proceeding, pending or threatened and the costs of enforcement thereof) to which such Person may become subject as a result of any
breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction
Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person solely to the extent such amounts
have been judicially determined not to have resulted from such Person’s fraud, bad faith or willful misconduct. To the extent that
the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.


 


(b)       Conduct
of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying
party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such
claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder
shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel
shall be at the expense of such Person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying
party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person or (c) in the reasonable
judgment of any such Person, based upon written advice of its counsel, a conflict of interest exists between such Person and the indemnifying
party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such Person elects to
employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense
of such claim on behalf of such Person); and provided, further, that the failure of any indemnified party to give written
notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure
to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood
that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more
than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the prior written
consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim
or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter
into any settlement.


 






    27


     


    

 


9.             MISCELLANEOUS.


 


(a)              
Governing Law; Jurisdiction; Jury Trial. This Agreement and any related dispute shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State,
without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. Each of the parties hereto hereby
(a) irrevocably submits to the personal jurisdiction of the Supreme Court of the State of New York and any state appellate court therefrom
within the State of New York (or, if the Supreme Court of the State of New York declines to accept jurisdiction over a particular matter,
any state or federal court within the State of New York) in the event that any dispute arises out of this Agreement or any of the transactions
contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or
other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or any of the
transactions contemplated by this Agreement in any court other than the Supreme Court of the State of New York and any state appellate
court therefrom within the State of New York (or, if the Supreme Court of the State of New York declines to accept jurisdiction over a
particular matter, any state or federal court within the State of New York). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES,
TO THE EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(b)              
Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided
that a facsimile, .pdf or any other electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com) shall
be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an
original, not a facsimile, .pdf or other electronic signature.


 


(c)              
Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement.


 






    28


     


    

 


(d)              
Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended
to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall
not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or
the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as
close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


(e)              
Entire Agreement; Amendments. This Agreement and the other Transaction Documents supersede all other prior oral or written
agreements between the Company, its affiliates and Persons acting on their behalf, on the one hand, and the Buyers, their affiliates and
Persons acting on their behalf, on the other hand, with respect to the matters discussed herein, and this Agreement, the other Transaction
Documents and the instruments referenced herein and therein contain the entire understanding of the parties with respect to the matters
covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument
in writing signed by the Company and the Required Holders, and any amendment to this Agreement made in conformity with the provisions
of this Section 9(e) shall be binding on all Buyers and permitted assignees Common Shares and the Company; provided, that
any such amendment or waiver that complies with the foregoing but that disproportionately, materially and adversely affects the rights
and obligations of any Buyer relative to the comparable rights and obligations of the other Buyers shall require the prior written consent
of such adversely affected Buyer (for the avoidance of doubt, participation by any Buyer in an unrelated financing by the Company shall
not be deemed to disproportionately affect the Buyers who do not participate in such financing). No provisions hereto may be waived other
than by an instrument in writing signed by the party against whom enforcement is sought. No such amendment shall be effective to the extent
that it applies to less than all of the Buyers or holders of the applicable Common Shares then outstanding. No consideration shall be
offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless
the same consideration (other than the reimbursement of legal fees) also is offered to all of the parties to the Transaction Documents
and holders of Common Shares, as the case may be. As used in this Agreement. “Required Holders” means Buyers or permitted
assignees of at least a majority of the aggregate amount of Common Shares issued and/or issuable hereunder and shall include the Lead
Investor so long as the Lead Investor or any of its Affiliates holds any Common Shares.


 






    29


     


    

 


(f)               
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this
Agreement or any of the other Transaction Documents must be in writing and will be deemed to have been delivered: (i) upon receipt, when
delivered personally; (ii) upon delivery, when sent by electronic mail (provided, that the sending party does not receive an automated
rejection notice); or (iii) one (1) Business Day after deposit with an overnight courier service, in each case properly addressed to the
party to receive the same. The addresses and e-mail addresses for such communications shall be:


 


	
    If to the Company:

     

    Liquidia Corporation

    419 Davis Drive, Suite 100

    Morrisville, NC 27560

    Telephone: (919) 328-4400

    Attention: General Counsel

    E-mail: russell.schundler@liquidia.com

     

    With a copy (for informational purposes only) to:

    DLA Piper LLP (US)

    51 John F. Kennedy Parkway, Suite 120

    Short Hills, NJ 07078

    Telephone: (973) 520-2553

    Facsimile: (973) 520-2573

    E-mail: andrew.gilbert@us.dlapiper.com

    Attention: Andrew P. Gilbert, Esq.



 


If to a Buyer, to its address and e-mail address
set forth on the Schedule of Buyers attached hereto, with copies to such Buyer’s representatives as set forth on the Schedule
of Buyers attached hereto, or to such other address and/or e-mail address 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) calendar 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 e-mail containing the time and date or (C) provided by an overnight courier service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or
(iii) above, respectively.


 


(g)              
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns, including any purchasers of the Common Shares. The Company shall not assign this Agreement or any rights or obligations
hereunder without the prior written consent of the Buyers. No Buyer may assign this Agreement or any rights or obligations hereunder without
the prior written consent of the Company except to such Buyer's affiliates.


 


(h)              
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that each
Indemnitee shall have the right to enforce the obligations of the Company with respect to Section 8.


 


(i)                 Survival.
The representations and warranties of the Buyers and the Company contained in Section 2 and Section 3, respectively, and
the agreements and covenants set forth in Section 4, Section 8 and this Section 9 shall survive the Closing. The
Company and each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.


 






    30


     


    

 


(j)                
Further Assurances. 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.


 


(k)              
No Strict Construction. 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)                
Remedies. Each Buyer and each holder of the Common Shares shall have all rights and remedies set forth in the Transaction
Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of
the rights which such holders have under any law. The parties agree that irreparable damage may occur in the event that any of the provisions
of the Transaction Documents were not performed in accordance with their specific terms or were otherwise breached and that monetary damages
may not be adequate compensation for any loss incurred by the Buyers or the Company by reason of any breach of any such provisions. As
such, the non-breaching party shall be entitled to seek equitable relief, including an injunction and specific performance, as a remedy
for any such breach.


 


(m)            
Independent Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under any Transaction Document
are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of
the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and
no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that
the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that
the Buyers are in any way acting in concert or as a group, and the Company shall not assert any such claim with respect to such obligations
or the transactions contemplated by the Transaction Documents and the Company acknowledges that the Buyers are not acting in concert or
as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. The Company acknowledges and
each Buyer confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of
its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation,
the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer
to be joined as an additional party in any proceeding for such purpose.


 


(n)              
Waiver of Conflicts. Each Buyer acknowledges that: (a) it has read this Agreement; (b) it has been represented in the preparation,
negotiation and execution of this Agreement by legal counsel of its own choice or has voluntarily declined to seek such counsel; and (c)
it understands the terms and consequences of this Agreement and is fully aware of the legal and binding effect of this Agreement. Each
Buyer understands that the Company has been represented in the preparation, negotiation and execution of this Agreement by DLA Piper LLP
(US) and that DLA Piper LLP (US) now or may in the future represent one or more Buyers or their affiliates in matters unrelated to the
transactions contemplated by this Agreement, including the representation of such Buyers or their affiliates in matters of a nature similar
to those contemplated by this Agreement. The Company and each Buyer hereby acknowledge that they have had an opportunity to ask for and
have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of
such representation, and hereby waives any conflict arising out of such representation solely with respect to the matters contemplated
by this Agreement.


 






    31


     


    

 


(o)              
Publicity. Except as set forth below, no public release or announcement concerning the transactions contemplated hereby
shall be issued by the Buyers without the prior consent of the Company, except as such release or announcement may be required by law
or the applicable rules or regulations of any securities exchange or securities market, in which case the Buyers shall allow the Company
reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, each Buyer may
identify the Company, the transactions contemplated by the Transaction Documents and the value of such Buyer’s security holdings
in the Company in accordance with applicable investment reporting and disclosure regulations or internal policies without prior notice
to or consent or comment from the Company (including, for the avoidance of doubt, filings pursuant to Sections 13 and 16 of the 1934 Act).
The Company shall not include the name of any Buyer or any affiliate or investment adviser of such Buyer in any press release or public
announcement (which, for the avoidance of doubt, shall not include any SEC filing to the extent such disclosure is required by SEC rules
and regulations) without the prior written consent of such Buyer. By 8:30 a.m. (New York City time) on the Business Day immediately following
the date this Agreement is executed, the Company shall issue a press release disclosing all material terms of the transactions contemplated
by this Agreement and any other material nonpublic information that the Company may have provided any Buyer at any time prior to the filing
of such press release (the “Press Release”). From and after the issuance of the Press Release, no Buyer shall be in
possession of any material nonpublic information received from the Company, any of its subsidiaries or any of their respective officers,
directors, employees or agents. No later than 5:30 p.m. (New York City time) on the first Business Day following the date this Agreement
is executed, the Company will file a Current Report on Form 8-K attaching the press release described in the foregoing sentence as
well as copies of the Transaction Documents. In addition, the Company will make such other filings and notices in the manner and time
required by the SEC or Nasdaq. The Company shall not, and shall cause each of its officers, directors, employees and agents not to, provide
any Buyer with any such material nonpublic information regarding the Company from and after the filing of the Press Release without the
express prior written consent of such Buyer.


 


[Signature Page Follows]


 






    32


     


    

 



 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature pages to this Common Stock Purchase Agreement to be duly executed as
of the date first written above.


 	 	LIQUIDIA CORPORATION
	 	 
	 	By: 	/s/ Damian deGoa
	 	 	Name:   Damian deGoa
	 	 	Title:     Chief Executive Officer




 






    33


     


    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature pages to this Common Stock Purchase Agreement to be duly executed as
of the date first written above.  




 	 	BUYERS:
	 	 
	 	CALIGAN PARTNERS CV IV LP
	 	 
	 	By:	/s/ David Johnson
	 	 	Name:   David Johnson
	 	 	Title:     Managing Member of General Partner
	 	 	 
	 	ACCOUNT MANAGED BY CALIGAN PARTNERS LP
	 	 
	 	By:	s/ David Johnson
	 	 	Name:   David Johnson
	 	 	Title:     Partner




 






    34


     


    

 








IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature pages to this Common Stock Purchase Agreement to be duly executed as of the date first written above.    




 


	 	BUYER:
	 	 
	 	PD JOINT HOLDINGS, LLC SERIES 2016-A
	 	 
	 	By:	Tiger Lily Capital, LLC, its Manager
	 	 
	 	By:	/s/ Paul B. Manning
	 	 	Name: Paul B. Manning
	 	 	Title: Manager
	 	 	 
	 	By:	/s/ Bradford Manning
	 	 	Name: Bradford Manning
	 	 	Title: Manager



 






    35


     


    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature pages to this Common Stock Purchase Agreement to be duly executed as
of the date first written above.  




 


	 	BUYER:
	 	 
	 	/s/ Roger Jeffs
	 	Roger Jeffs



 






    36


     


    

 



 


SCHEDULE OF
BUYERS


 


	(1)	 	(2)	 	 	(3)	 	 	(4)	 
	
    Buyer 
	 	
    Address

    
	 	 	
    Number
of Common Shares Purchased at Closing 
	 	 	
    Purchase Price


    to be paid at

 Closing

    
	 
	
    Caligan Partners CV IV LP

     
	 	
    590 Madison Ave, 21st Floor

    New York, NY 10022

     

    With a copy (for informational purposes only) to:

     

    Schulte Roth & Zabel LLP

    919 Third Avenue

    New York, NY 10022

    Telephone: (212) 756-2000

    Facsimile: (212) 593-5955

    Attention: Eleazer N. Klein, Esq.

    E-mail: eleazer.klein@srz.com

    
	 	 	7,167,663	 	$	18,062,510.76	 
	 	 	 	 	 	 	 	 	 	 
	
    Account Managed by Caligan Partners LP

     
	 	
    c/o Caligan Partners LP

    590 Madison Ave, 21st Floor

    New York, NY 10022

     

    With a copy (for informational purposes only) to:

     

    Schulte Roth & Zabel LLP

    919 Third Avenue

    New York, NY 10022

    Telephone: (212) 756-2000

    Facsimile: (212) 593-5955

    Attention: Eleazer N. Klein, Esq.

    E-mail: eleazer.klein@srz.com

    
	 	 	1,160,755	 	$	2,925,102.60	 
	 	 	 	 	 	 	 	 	 	 
	
    PD Joint Holdings, LLC Series 2016-A

     
	 	
    200 Garrett Street, Suite O

    Charlottesville, VA 22902
	 	 	198,413	 	$	500,000.76	 
	 	 	 	 	 	 	 	 	 	 
	Roger Jeffs	 	
    339 W. Barbee Chapel Road

    Unit 343

    Chapel Hill, NC 27517

    
	 	 	99,206	 	$	249,999.12	 
	 	 	 	 	 	 	 	 	 	 
	TOTAL	 	 	 	 	8,626,037	 	$	21,737,613.24	 



 






    37


     


    

 


EXHIBITS


 


	Exhibit A	Form of Registration Rights Agreement
	Exhibit B	Investor Questionnaire
	Exhibit C	Disclosure Schedule
	Exhibit D	Form of Lock Up Agreement
	Exhibit E	Form of Standstill Agreement
	Exhibit F	Form of Secretary’s Certificate
	Exhibit G	Form of Officer’s Certificate
	Exhibit H	Form of Legal Opinion


 






    38


     


    

 





EXHIBIT A


 


Form of Registration Rights Agreement


 


(See attached)


 






    


     


    

 


EXHIBIT B


 


Investor Questionnaire


 


(See attached)


 






    


     


    

 


LIQUIDIA TECHNOLOGIES COVERED PERSON QUESTIONNAIRE


 


This Questionnaire is being
furnished in connection with a proposed sale (the “Offering”) of common stock, $0.001 par value per share (“Common
Stock”) by Liquidia Corporation, a Delaware corporation (the “Company”). The undersigned individual, partnership,
corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association,
joint venture or other entity (each referred to as “You” herein) hereby represents and warrants to the Company as follows:


 


You are one or more of the
following: (a) a general partner, managing member, director, executive officer, or other officer participating in the Offering, of
the Company; (b) a beneficial owner of 5% or more of the Company’s outstanding Common Stock (as calculated pursuant to Rule
13d-3 of the Securities Exchange Act of 1934, as amended); (c) a promoter connected with the Company in any capacity; (d) an
investment manager of a Company that is a pooled investment fund; (e) a person that has been or will be paid (directly or indirectly)
remuneration for solicitation of purchasers in connection with the Offering; (f) a general partner or managing member of an investment
manager described in (d) or solicitor described in (e); or (g) a director, executive officer or other officer participating in the
Offering of an investment manager described in (d) or solicitor described in (e) or a general partner or managing member of such investment
manager or solicitor.


 


Please answer each of the
following questions by indicating “Yes” or “No.” If you answer “Yes” to any of the questions,
please describe the underlying events and circumstances, including dates and any ongoing or related activities, on an attached page.


 


1.       In
the 10 years preceding the date of the Offering (the “Offering Date”), have you been convicted of any crime:


 


(a)       in
connection with the purchase or sale of any security;


 


(b)       in
connection with the making of a false filing with the Securities and Exchange Commission (“SEC”); or


 


(c)       arising
out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor
of purchasers of securities?





 


	 	 	Yes	 	 	No




 


2.       In
the 5 years preceding the Offering Date, have you been subject to any court injunction or restraining order:


 


(a)       in
connection with the purchase or sale of a security;


 


(b)       in
connection with making of a false filing with the SEC; or


 


(c)       arising
out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor
of purchasers of securities?


 





	 	 	Yes	 	 	No


  






    


     


    

 


3.       Have
you ever been subject to any final order from the U.S. Commodity Futures Trading Commission, federal banking agencies, the National
Credit Union Administration, or state regulators of securities, insurance, banking, savings associations or credit unions that:


 


(a)       bars
you from associating with an entity regulated by any such commission or agency, engaging in the business of securities, insurance or banking,
or engaging in savings association or credit union activities; or


 


(b)       is
based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct?


 





	 	 	Yes	 	 	No


  


4.       Have
you ever been subject to any order of the SEC that:


 


(a) suspends or revokes your registration
as a broker, dealer, municipal securities dealer or investment adviser;


 


(b) places limitations on your activities,
functions or operations, or imposes civil monetary penalties; or


 


(c) bars you from being associated with
any entity or from participating in the offering of any penny stock?


 





	 	 	Yes	 	 	No


  


5.       In
the 5 years preceding the Offering Date, have you been subject to any order of the SEC ordering you to cease and desist from committing
or causing a violation or future violation of:


 


(a) any scienter-based (intent-based)
anti-fraud provision of the federal securities laws; or


 


(b) Section 5 of the Securities
Act of 1933, as amended (the “Securities Act”), covering prohibitions relating to interstate commerce and the mails?


 





	 	 	Yes	 	 	No


  


6.       Have
you ever been suspended or expelled from membership in, or suspended or barred from association with a member of, any securities
self-regulatory organization (i.e., a registered national securities exchange or a registered national or affiliated securities association)
for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade?


 





	 	 	Yes	 	 	No


  


7.       In
the 5 years preceding the Offering Date, have you filed (as a registrant or issuer), or been named as an underwriter in, any registration
statement or Regulation A offering statement filed with the SEC that was the subject of a refusal order, stop order, or order suspending
the Regulation A exemption, or are you the subject of any ongoing investigation or proceeding to determine whether a stop order
or suspension order should be issued?


 





	 	 	Yes	 	 	No


 


8.       In
the 5 years preceding the Offering Date, have you been subject to any United States Postal Service (“USPS”) false
representation order, or are you currently subject to any temporary restraining order or preliminary injunction with respect
to conduct alleged by the USPS to constitute a scheme or device for obtaining money or property through the mail by means of false representations?


 


	 	 	Yes	 	 	No





 






    


     


    

 


By signing below, you acknowledge and agree to the following: 


 


(a) you represent and warrant that
the information provided by you in this Questionnaire is true and correct to the best of your knowledge and belief after a reasonable
investigation, as of the date you sign the Questionnaire;


 


(b) the Company is relying on
your representations and warranties contained herein for the purpose of compliance with federal, state, and local law, including without
limitation the Securities Act;


 


(c) you will promptly notify
the Company of any changes in information provided in the Questionnaire occurring after the date you sign the Questionnaire;


 


(d) you give your consent for
the Company to rely upon the information provided in this Questionnaire; and


 


(e) you acknowledge that the
SEC, another regulatory body or a court may require the Company to publicly disclose the information you provided in this Questionnaire,
and you consent to such public disclosure.


 


 


	If you are an individual, please print your name and sign below:	OR	If you are signing on behalf of an entity, please print the name of the entity and your name and sign below, indicating your title:
	  	 	  
	 	 	 
	Print Individual’s Name	 	Name of the Entity 
	  	 	  
	 	 	 
	Individual’s Signature	 	Print Name of Person Signing for Entity
	 	 	  
	 	 	 
	Address:	 	Signature of Authorized Person
	  	 	
	 	 	 
		 	Title
		 	 
	 	 	Address:
	 	 	 






	Date: 	 	 	  
	 	 	
	 	 	
	 	 	 






	 	 	 
	 	Date:	 




 


Note: For any questions you answered “Yes,” provide
details on an attached page.


 






    


     


    





 


EXHIBIT C


 


Disclosure Schedule


 


(See attached)


 






    


     


    

 


DISCLOSURE
SCHEDULE

TO

COMMON STOCK PURCHASE AGREEMENT


 


This Disclosure Schedule, dated
as of April 12, 2021 (this “Disclosure Schedule”), relates to the Common Stock Purchase Agreement, dated as of April
12, 2021 (the “Agreement”), by and among Liquidia Corporation and each of the investors listed on the Schedule of Buyers
attached to the Agreement. All capitalized terms used but not otherwise defined in this Disclosure Schedule have the meanings set forth
in the Agreement, unless otherwise indicated.


 


This Disclosure Schedule is
subject to the following terms and conditions:


 


	1.	The parties agree that any reference in a particular Section of this Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) the representations and warranties (or covenants, as applicable) of Company that are contained in the corresponding Section of the Agreement and any other representations and warranties of such party that is contained in the Agreement to which the relevance of such item thereto is apparent on its face.  
	 	 
	2.	Company has or may have set forth information in this Disclosure Schedule in a Section hereof that corresponds to the Section of the Agreement to which it relates. The fact that any item of information is disclosed in this Disclosure Schedule shall not be construed to mean that such information is required to be disclosed by the Agreement.  
	 	 
	3.	The mere inclusion of an item by Company in this Disclosure Schedule as an exception to (or, as applicable, a disclosure for purposes of) a representation or warranty shall not be deemed an admission that (a) such item represents a material exception or material fact, event or circumstance or that such item has had or would reasonably be expected to have, with respect to Company, a Material Adverse Effect, or (b) such information (or any non-disclosed information of comparable or greater significance) is required to be disclosed by the terms of the Agreement or is material to the business, results of operations or financial condition of Company.  
	 	 
	4.	The introductory language and headings to each Section of this Disclosure Schedule are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement.  
	 	 
	5.	Any summary or description of any law, regulation, contract, agreement, plan, document or other disclosure item contained in this Disclosure Schedule, including any term or provision of the Agreement, is for convenience only and does not purport to be a complete statement of the material terms of such law, regulation, contract, agreement, plan, document or other disclosure item, and any such summary or description is qualified in its entirety by the actual language, terms and provisions of such law, regulation, contract, agreement, plan, document or other disclosure item to the extent publicly available or previously delivered to the Buyers.



 






    


     


    

 


Schedule 2(c)

Affiliated Buyers


 


PD Joint Holdings,
LLC Series 2016-A


Roger Jeffs


 






    


     


    

 


Schedule 2(q)

Current Holdings of Buyers


 


	Name	 	Number of Shares of

 Common Stock of the

 Company Owned by Buyer 

and its Affiliates	 	 	Number of Options to

 Purchase Common Stock

 Held by Buyer and its

 Affiliates	 
	Caligan Partners CV IV LP	 	 	0	 	 	 	0	 
	Account Managed by Caligan Partners LP	 	 	0	 	 	 	0	 
	PD Joint Holdings, LLC Series 2016-A	 	 	4,939,541	 	 	 	51,385	 
	Roger Jeffs	 	 	1,406,095	 	 	 	60,353	 



 






    


     


    

  


Schedule 3(a)

Organization and Qualification


 


Liquidia Corporation
directly owns 100% of the capital stock of Liquidia Technologies, Inc.


 


Liquidia Corporation
directly owns 100% of the equity interests of Liquidia PAH, LLC


 






    


     


    

  


Schedule 3(f)

Affiliated Buyers


 


PD Joint Holdings,
LLC Series 2016-A


Roger Jeffs


 






    


     


    

 


Schedule 3(h)

Subsidiaries


 


Liquidia Corporation
directly owns 100% of the capital stock of Liquidia Technologies, Inc.


 


Liquidia Corporation
directly owns 100% of the equity interests of Liquidia PAH, LLC


 






    


     


    

 


Schedule 3(p)

Transactions with Affiliates


 


	1.	Investors’ Rights Agreement, February 2, 2018, by and among Liquidia Technologies, Inc. and certain stockholders of the Company (including Canaan VIII L.P., NEA Ventures 2006, Limited Partnership, New Enterprise Associates 12, Limited Partnership and Rob Lippe).  
	2.	Registration Rights Agreement, dated as of December 23, 2019, by and among Liquidia Technologies, Inc. and certain stockholders signatory thereto.  
	3.	Litigation Funding and Indemnification Agreement, dated as of November 17, 2020, by and between PBM RG Holdings, LLC and RareGen, LLC (now known as Liquidia PAH, LLC)



 






    


     


    

 


Schedule 3(q)

Capitalization


 


On February 26, 2021 (the “Effective Date”),
the Company and its two wholly owned subsidiaries, Liquidia Technologies, Inc. and Liquidia PAH, LLC, entered into a Loan and Security
Agreement (the “Loan Agreement”) with Silicon Valley Bank, a California corporation, as lender (“SVB”). In connection
with the Loan Agreement, the Company issued to the Lender a warrant, dated as of the Effective Date (the “Warrant”) to purchase
up to 200,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), of which (x) 100,000
shares vested on the Effective Date, with an exercise price per share equal to $3.05, and (y) 50,000 shares shall vest on the funding
each of the two remaining tranches under the Loan Agreement, with an exercise price per share equal to the lower of (i) the trailing 10-day
average price of the Common Stock on the applicable funding date and (ii) the closing price per share of Common Stock on the trading day
prior to applicable funding date. The Warrant is exercisable for ten (10) years from the date of issuance, and will be exercised automatically
on a net issuance basis if not exercised prior to the expiration date and if the then-current fair market value of one share of Common
Stock is greater than the exercise price then in effect.


 






    


     


    

  


Schedule 3(s)


Absence of Litigation


 


1.       United
Therapeutics Corporation v. Liquidia Technologies, Inc., in the United States District Court for the District of Delaware, case number
1:20-cv-00755-RGA, alleging infringement of United States Patent Nos. 9,593,066 and 9,604,901


 


2.       Liquidia
Technologies, Inc., v. United Therapeutics Corporation, in the Patent Trial and Appeal Board, IPR2020-00769, Inter Partes Review of United
States Patent number 9,593,066


 


3.       Liquidia
Technologies, Inc., v. United Therapeutics Corporation, in the Patent Trial and Appeal Board, IPR2020-00770, Inter Partes Review of United
States Patent number 9,604,901


 


4.       Liquidia
Technologies, Inc., v. United Therapeutics Corporation, in the Patent Trial and Appeal Board, IPR2021-00406, Inter Partes Review of United
States Patent number 10,716,793


 


5.       Sandoz,
et al. v. United Therapeutics Corp., et al., in the United States District Court for the District of New Jersey, case no. 3:19-cv-10170.


 






    


     


    

  


Schedule 3(v)


Pending Intellectual Property Litigation


 


1.       See Items 1-4 on Schedule
3(s).


 






    


     


    

  


EXHIBIT D


 


Form of Lock Up Agreement


 


(See attached)


 






    


     


    

 


EXHIBIT E


 


Form of Standstill Agreement



(See attached)


 






    


     


    

  


EXHIBIT F


 


Form of Secretary’s Certificate


 


(See attached)


 






    


     


    

 






SECRETARY’S CERTIFICATE


 


The undersigned hereby certifies
that he is the duly elected, qualified and acting Secretary of Liquidia Corporation, a Delaware corporation (the “Company”),
and that as such he is authorized to execute and deliver this certificate in the name and on behalf of the Company and in connection with
the Common Stock Purchase Agreement, dated as of April 12, 2021, by and among the Company and the investors listed on the Schedule of
Buyers attached thereto (as may be amended or restated from time to time, the “Purchase Agreement”), and further certifies
in his official capacity, in the name and on behalf of the Company, the items set forth below. Capitalized terms used but not otherwise
defined herein shall have the meanings set forth in the Purchase Agreement.


 


	1.	
    Attached hereto as Exhibit A are true,
    correct and complete copy of the resolutions of the Board of Directors of the Company, dated April [●], 2021, approving the transactions
    contemplated by the Purchase Agreement, the Transaction Documents and the issuance of the Common Shares. The resolutions contained in
    Exhibit A have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption
    to and including the date hereof and are now in full force and effect.

     

	2.	
    Attached hereto as Exhibit B is a true,
    correct and complete copy of the Certificate of Incorporation, together with any and all amendments thereto, and no action has been taken
    to further amend, modify or repeal such Certificate of Incorporation, the same being in full force and effect in the attached form as
    of the date hereof.

     

	3.	
    Attached hereto as Exhibit C is a true,
    correct and complete copy of the Bylaws and any and all amendments thereto, and no action has been taken to further amend, modify or repeal
    such Bylaws, the same being in full force and effect in the attached form as of the date hereof.

     

	4.	Each person listed below has been duly elected or appointed to the position(s) indicated opposite his name and is duly authorized to sign the Purchase Agreement and each of the Transaction Documents on behalf of the Company, and the signature appearing opposite such person’s name below is such person’s genuine signature.


 


	Name	 Position	Signature
	 	 	 
	Damian deGoa	Chief Executive Officer	 
	 	 	 
	Michael Kaseta	Chief Financial Officer	 
	 	 	 



 






     


     


    

 


IN WITNESS WHEREOF, the undersigned
has hereunto set his hand as of this _______ day of April, 2021.


 


	 	
	 	                
	 	Secretary



 


I, Damian deGoa, Chief Executive
Officer of the Company, hereby certify that Russell T. Schundler is the duly elected, qualified and acting Secretary of the Company and
that the signature set forth above is his true signature.


 





	 	 
	 	Damian deGoa
	 	Chief Executive Officer



 



     


     


    




 


Exhibit A


 


Board Resolutions


 


(See attached)


 






     


     


    

 


Exhibit B


 


Amended and Restated Certificate of Incorporation,
as amended


 


(See attached)


 






     


     


    

 


Exhibit C


 


Amended and Restated Bylaws


 


(See
attached)


 






     


     


    

 


EXHIBIT G


 


Form of Officer’s Certificate


 


(See attached)


 






     


     


    

 


LIQUIDIA CORPORATION


 


LIQUIDIA TECHNOLOGIES, INC.


 


OFFICER’S CERTIFICATE


 


The undersigned Chief Executive
Officer of Liquidia Corporation, a Delaware corporation (the “Company”), hereby represents, warrants and certifies
to the Buyers (as defined below), pursuant to Section 6(v) of the Purchase Agreement (as defined below), as follows:


 


	1.	
    The representations and warranties of the Company
    in the Common Stock Purchase Agreement, dated as of April 12, 2021 (as may be amended or restated from time to time, the “Purchase
    Agreement”), by and among the Company and the investors identified on the Schedule of Buyers attached to the Purchase Agreement
    (the “Buyers”), are true and correct in all respects as of the date when made and as of the date hereof (except for
    representations and warranties that speak as of a specific date, which are true and correct as of such specified date).

     

	2.	The Company has performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company as of the date hereof.


 


Capitalized terms used but
not otherwise defined herein shall have the meaning set forth in the Purchase Agreement.


 


[Remainder of page intentionally
left blank; signature page follows]


 



     


     


    




 


IN WITNESS WHEREOF, the
undersigned has executed this certificate this _______ day of April, 2021.


 


	 	By:	 
	 	Name:	Damian deGoa
	 	Title:	Chief Executive Officer



 






     


     


    

 


EXHIBIT H


 


Form of Legal Opinion


 

(See attached)