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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY
CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
AMENDMENT TO Lease Agreement
EIGHTH AMENDMENT TO LEASE AGREEMENT (this "Amendment") is entered into effective as of the 22 day
of November, 2024 (the "Effective Date"), by and between Durham
KEYSTONE Tech 4, LLC, a Delaware limited liability company ("Landlord"), and LIQUIDIA
TECHNOLOGIES, INC., a Delaware corporation ("Tenant"), with reference to the following:
Keystone Technology Park One LLC (original predecessor-in-interest to Landlord) ("GRE") and Tenant entered
into that certain Lease Agreement dated June 29, 2007, as amended by that certain Lease Modification Agreement No. 1 dated
January 12, 2009, that certain Lease Modification Agreement No. 2 dated December 17, 2010, that certain Third Amendment
to Lease Agreement dated June 25, 2014, that certain Fourth Amendment to Lease Agreement dated November 17, 2015 (the "Fourth
Amendment"), that certain Fifth Amendment to Lease Agreement dated January 23, 2017, that certain Sixth Amendment
to Lease Agreement dated June 9, 2017, and that certain Seventh Amendment to Lease Agreement dated November 1, 2018 (collectively,
as amended, the "Lease"), covering approximately 45,095 rentable square feet known as Suite 100 on the
first floor (the "Existing Premises") of Keystone Technology Park Building IV, 419 Davis Drive, Durham, North
Carolina, 27560 (the "Building").
assigned its interest in the Lease to LCFRE Durham Keystone Technology Park, L.P, which assigned its interest in the Lease to Durham
KTP Tech 4, LLC, which subsequently assigned its interest in the Lease to Landlord.
and Tenant now desire to amend the Lease as set forth below. Unless otherwise expressly provided in this Amendment, capitalized terms
used in this Amendment shall have the same meanings as in the Lease.
FOR GOOD AND VALUABLE CONSIDERATION,
the receipt and sufficiency of which are acknowledged, the parties agree as follows:
Amendment Extension Period. The Term of the Lease is extended for a period of sixty-two (62) months commencing on November 1,
2026 ("Eighth Amendment Extension Commencement Date") and expiring on December 31, 2031 (the "Eighth
Amendment Extension Period"). Tenant acknowledges that it has no remaining options to extend the Term under the Lease except
as provided in Section 8 below. All other renewal rights, rights of first offer (other than as provided in Section 9
below), rights of first refusal, termination rights, expansion rights are hereby deleted and of no further force or effect.
Rent. Nothing contained herein shall affect Tenant's obligation to pay Base Rent prior to the Eighth Amendment Extension
Commencement Date. Commencing on the Eighth Amendment Extension Commencement Date and continuing through the Eighth Amendment Extension
Period, Tenant shall, at the time and in the manner provided in the Lease, pay to Landlord as Base Rent the amounts set forth in the
following rent schedule, plus any applicable tax thereon:
| FROM | THROUGH | RATE | MONTHLY BASE RENT | PERIOD BASE RENT | ||||||||||||||
| November 1, 2026 | October 31, 2027 | $ | 36.25 | $ | 136,224.48 | $ | 1,634,693.75 | |||||||||||
| November 1, 2027 | October 31, 2028 | $ | 37.34 | $ | 140,320.61 | $ | 1,683,847.30 | |||||||||||
| November 1, 2028 | October 31, 2029 | $ | 38.46 | $ | 144,529.48 | $ | 1,734,353.70 | |||||||||||
| November 1, 2029 | October 31, 2030 | $ | 39.61 | $ | 148,851.08 | $ | 1,786,212.95 | |||||||||||
| November 1, 2030 | October 31, 2031 | $ | 40.80 | $ | 153,323.00 | $ | 1,839,876.00 | |||||||||||
| November 1, 2031 | December 31, 2031 | $ | 42.02 | $ | 157,907.66 | $ | 315,815.32 |
*Note: Provided Tenant is not in default of the
terms of the Lease, after expiration of any applicable notice and cure period, Tenant shall have no obligation to pay any Base Rent attributable
to the Premises during the first two (2) calendar months of the Eighth Amendment Extension Period (the "Abatement Period").
For the avoidance of doubt, Tenant shall be obligated to pay Tenant's proportionate share of TICAM Expenses during the Abatement
and Tenant acknowledge that the Lease contains conflicting provisions regarding whether Tenant should pay reimbursement of TICAM Expenses
on a "base year" or "triple net (NNN)" basis, though Landlord and Tenant have acknowledged that the Lease is
a triple net lease throughout the Term. Accordingly, all references in the Lease to "TICAM Expense Adjustment" or words of
similar import shall be replaced with "Tenant's Proportionate Share of TICAM Expenses". "Tenant's Proportionate
Share" shall be defined as the rentable square footage of the Premises divided by the rentable square footage of the Building (currently,
45,095 rsf 77,282 rsf = 58.4%) and "TICAM Expenses" shall have the definition given to such term in the Lease. The
first sentence of Section 4.04(a) of the Lease is deleted and replaced with the following: "Tenant shall pay Tenant's
Proportionate Share of TICAM Expenses during the Term." Additionally, any provisions stating that Tenant shall only pay TICAM Expenses
to the extent such TICAM Expenses exceed the amount from a certain "base year" are hereby deleted. The terms of this Section 3(a) shall
apply retroactively and on a going-forward basis. The current monthly amount of Tenant's Proportionate Share of TICAM Expenses
is $26,903.15 per month (which is $322,837.80 annually), which amount is calculated to recognize the current "cap" on Controllable
as of January 1, 2026, Tenant's responsibility for Tenant's Proportionate Share of TICAM Expenses shall be re-set and
Tenant shall pay the actual Tenant's Proportionate Share of TICAM Expense for calendar year 2026. Beginning in calendar year 2027
the "cap" on Controllable TICAM set forth in Section 4.04(c) of the Lease (as amended by Section 5
of the Second Amendment) shall increase to seven and one-half percent (7.5%). In the event the Term of the Lease is ever extended or
renewed beyond the Eighth Amendment Extension Period, Controllable TICAM shall be re-set to actual amounts of such expenses as of the
date such extension or renewal term begins and the limit noted above shall then apply from such date onward unless re-set again in the
and Subrogation. Sections 8.04 and 8.05 of the Lease are hereby deleted in their entirety. Section 8.04
of the Lease is hereby replaced as follows:
Compliance With Landlord's Property Insurance. Tenant shall, at Tenant's expense, comply with all reasonable insurance
company requirements pertaining to the use of the Premises. If Tenant's conduct or use of the Premises for any purpose other than
customary, general office use causes any increase in the premium for such insurance policies (as reasonably documented by Landlord) then
Tenant shall reimburse Landlord for any such increase. Tenant, at Tenant's expense, shall comply with all rules, orders, regulations
or requirements of the American Insurance Association (formerly the National Board of Fire Underwriters) and with any similar body.
Insurance. Tenant shall maintain, at its sole cost and expense, the following coverages with limits of not less than the greater
of (i) those set forth hereunder, (ii) those evidenced on the declaration page of the pertinent insurance policy, and
(iii) those required by law.
General Liability Insurance issued on terms no less broad than the most current ISO CG 00 01 occurrence form, covering the insured against
claims of bodily injury, personal and advertising injury and property damage (including loss of use thereof) arising out of Tenant's
operations, products/completed operations, social or host liquor liability (if applicable), and "insured contracts" (as defined
by the most current ISO CG 00 01 form), including a Separation of Insureds provision with no exclusion for cross-liability, and including
the Additional Insureds (as defined hereunder) as additional insureds with respect to both ongoing and completed operations coverage
on a primary and non-contributory basis, for limits of liability of not less than:
annual aggregate per location
personal and advertising injury
products-completed operations
Insurance covering (i) all office furniture, business and trade fixtures, office equipment, free-standing cabinet work, movable
partitions, merchandise and all other items of Tenant's property on the Premises installed by, for, or at the expense of Tenant,
and (ii) all Alterations and any other improvements made in the Premises by Tenant (the "New Improvements").
Such insurance shall be written on an "all risks" of physical loss or damage basis, for the full replacement
cost value (subject to reasonable deductible amounts) new without deduction for depreciation of the covered items and in amounts that
meet any co-insurance clauses of the policies of insurance and shall include coverage for damage or other loss caused by fire or other
peril including, but not limited to, hail, windstorm, flood, earthquake, terrorism, vandalism and malicious mischief, theft, water damage
of any type, including sprinkler leakage, bursting or stoppage of pipes, and explosion.
Income Interruption for one (1) year plus Extra Expense insurance in such amounts as will reimburse Tenant for actual direct or
indirect loss of earnings attributable to the risks outlined in Section 8.04.2.2 above or for any forced closing due to governmental
Liability Insurance covering liability arising out of any auto, including owned (if any), non-owned, leased, and hired autos, with a
limit of not less than $1,000,000 combined single limit each accident for bodily injury and property damage.
Compensation and Employer's Liability or other similar insurance pursuant to all applicable state and local statutes and regulations,
together with Employer's Liability Insurance with limits of not less than $1,000,000 bodily injury (each accident), $1,000,000
bodily injury by disease (each employee), and $1,000,000 bodily injury by disease (policy limit) or such greater amounts as may be required
by Tenant's Umbrella/Excess Liability policy in order to effect such coverage. The policy will include a waiver of subrogation
in favor of the Landlord Parties.
and/or Excess Liability Insurance policy in excess of Commercial General Liability, Auto Liability, and Employer's Liability Insurance
policies, concurrent to, and at least as broad as the underlying primary insurance policies, which must "drop down" over
reduced or exhausted aggregate limits as to such underlying policies and contain a "follow form" statement. The limits must
be no less than $5,000,000 each occurrence and $5,000,000 in the aggregate. Such Umbrella/Excess Liability policy must be endorsed to
provide that this insurance is primary to, and non-contributory with, any other insurance on which the Additional Insureds are an insured,
whether such other insurance is primary, excess, contingent, self-insurance, or insurance on any other basis. This endorsement must cause
the Umbrella/Excess coverage to be vertically exhausted, whereby such coverage is not subject to any "Other Insurance" clause
under this Umbrella and/or Excess Liability policy.
Agents/Contractors. In the case of Tenant's contractors, subcontractors, and any vendors/consultants brought on to the property
for any Alterations or other Tenant improvements (collectively, for purposes of this Section 8.04, Tenant's "Third
Parties"), Tenant shall cause such Third Parties to obtain and maintain such insurance as is required under 8.04.2.1, 8.04.2.4,