Common use of Equity Clause in Contracts

Equity. Subject to Board and stockholder approval of a sufficient increase in the number of shares of Common Stock reserved and authorized for issuance under the Liquidia Technologies, Inc. 2016 Equity Incentive Plan, as may be amended from time to time by the Company (the “Plan”), Executive shall receive the following grants: (i) an option (the “Option”) to purchase shares of Common Stock equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant; and (ii) a number of Restricted Stock Unit Awards (the “RSU”) (as defined in the Plan) equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant. The date of grant for the Option and the RSU shall be on such date as the Board next approves a 409A valuation of the Company’s Common Stock (the “Valuation”). The exercise price per share of the Option shall be the fair value (as defined under the terms of the Plan) of such shares as determined by the Valuation. The Company shall use commercially reasonable efforts to complete the Valuation within two weeks following its next equity financing. The Option and the RSU grant shall be subject to the terms of the Plan and the applicable form of grant agreement. To the extent permissible under law, the Option shall be an incentive stock option. Subject to your continued employment through the applicable vesting dates and the terms and conditions of the Plan and the applicable award agreement, the Option and the RSU shall be subject to the following vesting schedule: 25% of the grant will become vested and exercisable or settled, as applicable, on the 12 month anniversary of the Start Date and the balance will become vested and exercisable or settled, as applicable, in equal monthly installments over the following 36 months.

Equity. Subject (a) Any and all Stock Awards granted to Executive will continue to be governed by the terms of the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In addition, as a new Stock Award, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) an option to purchase an additional 600,000 shares of the Company’s common stock, with an exercise price equal to the fair market value as determined by the Board on the date of the grant (the “New Option”), which vests as follows: 150,000 shares subject to the New Option were vested and stockholder approval exercisable as of the date of grant and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a sufficient increase in fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares of Common Stock reserved and authorized for issuance under the Liquidia Technologies, Inc. 2016 Equity Incentive Plan, as may be amended from time to time by the Company (the “Plan”), Executive shall receive the following grants: (i) an option (the “Option”) to purchase shares of Common Stock equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stockwill result, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plansimmediately after such grant, but including all equity issued in the Series D capital roundExecutive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of (x) on the date upon which the Company consummates a Change of grant; and (ii) a number of Restricted Stock Unit Awards (the “RSU”) Control (as defined in below), (y) the Plan) equal to 1% date the Company consummates its first firmly underwritten public offering of the Company’s issued and outstanding its capital stock determined on pursuant an as converted to common stockeffective registration statement, fully diluted basis or (excluding any shares that have not been granted or are not subject to outstanding awards under z) three (3) years after the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant. The date of grant for the Option and the RSU shall be on such date as the Board next approves a 409A valuation of the Company’s Common Stock (the “Valuation”). The exercise price per share of the Option shall be the fair value (as defined under the terms of the Plan) of such shares as determined by the Valuation. The Company shall use commercially reasonable efforts to complete the Valuation within two weeks following its next equity financing. The Option and the RSU grant shall be subject to the terms of the Plan and the applicable form of grant agreement. To the extent permissible under law, the Option shall be an incentive stock option. Subject to your continued employment through the applicable vesting dates and the terms and conditions of the Plan and the applicable award agreement, the Option and the RSU shall be subject to the following vesting schedule: 25% of the grant will become vested and exercisable or settled, as applicable, on the 12 month anniversary of the Start Date and the balance will become vested and exercisable or settled, as applicable, in equal monthly installments over the following 36 monthsEffective Date.

Equity. Subject to Board and stockholder approval of a sufficient increase in the number of shares of Common Stock reserved and authorized for issuance under the Liquidia Technologies, Inc. 2016 Equity Incentive Plan, as may be amended from time to time by the Board (which will be sought promptly following Executive’s joining the Company (the “Plan”as its CEO), Executive shall receive the following grants: (i) be granted an option to purchase a number of shares representing 5.5% of the Company’s Common Stock, calculated on a fully diluted, as-converted basis, as of immediately after the grant, with an exercise price equal to the fair market value as determined by the Board on the date of grant (the “Option”) to purchase shares of Common Stock equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant; and (ii) a number of Restricted Stock Unit Awards (the “RSU”) (as defined in the Plan) equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant. The date of grant for the Option and the RSU shall be on such date as the Board next approves a 409A valuation of the Company’s Common Stock (the “Valuation”). The exercise price per share of the Option shall be the fair value (as defined under the terms of the Plan) of such shares as determined by the Valuation. The Company shall use commercially reasonable efforts to complete the Valuation within two weeks following its next equity financing. The Option and the RSU grant shall will be subject to a four (4)-year vesting period subject to Executive’s continued employment with the terms Company, with twenty-five percent (25%) of the Plan shares subject to the Option vesting on the one (1) year anniversary of Executive’s employment, and the applicable form of grant agreement. To the extent permissible under law, remaining shares subject to the Option shall be an incentive stock option. Subject vesting in thirty-six (36) equal monthly installments thereafter, in each case subject to your Executive’s continued employment through the applicable vesting dates dates. The Option shall be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the terms Company. The Company also agrees that if before the Adjustment Date (as defined below) and conditions prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as-converted basis) (the “Executive Ownership Level”) drops below 4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option exercisable for such number of shares of the Plan and Company’s capital stock as will result, immediately after such grant, in the applicable award agreement, Executive Ownership Level being equal to the Option and the RSU Equity Floor. The “Adjustment Date” shall be subject to the following vesting schedule: 25% earliest of (x) the grant will become vested and exercisable date upon which the Company consummates a Change of Control, (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or settled, as applicable, on (z) three (3) years after the 12 month anniversary of the Start Date and the balance will become vested and exercisable or settled, as applicable, in equal monthly installments over the following 36 monthsEffective Date.

Equity. Subject (a) On the Start Date, subject to Board and stockholder the approval of a sufficient increase in the number of shares of Common Stock reserved and authorized for issuance under the Liquidia TechnologiesBoard, Inc. 2016 Equity Incentive Plan, as may be amended from time to time by the Company (the “Plan”), Executive shall receive the following grants: (i) an will grant to you a stock option (the “Option”) to under the Company’s 2012 Stock Incentive Plan (the “Plan”) for the purchase of an aggregate of 250,000 shares of Common Stock common stock of the Company at a price per share equal to 1the fair market value (under the Plan) of a share of common stock as of the date of the grant. The Option shall be (i) made up of incentive stock options to the extent legally permissible, and otherwise shall be nonstatutory stock options, (ii) subject to all terms of the Plan and a separate option agreement, and (iii) subject to a vesting schedule of 4 years, with 25% of the shares vesting on the first anniversary of the Start Date and 6.25% of the shares vesting each quarter thereafter. (b) On the Start Date, subject to the approval of the Board, the Company will grant to you a restricted stock unit award representing the right to receive 250,000 shares of the Company’s issued and outstanding capital common stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant; and (ii) a number of Restricted Stock Unit Awards (the “RSU”) (as defined in the Plan) equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant. The date of grant for the Option and the RSU shall be on such date as the Board next approves a 409A valuation of the Company’s Common Stock (the “ValuationRSUs”). The exercise price per share RSUs shall vest over four (4) years, with 25% of the Option RSUs vesting on the first anniversary of the Start Date and 6.25% of the RSUs vesting each quarter thereafter. The RSUs shall be the fair value (as defined granted under the terms of the Plan) of such shares as determined by the Valuation. The Company shall use commercially reasonable efforts to complete the Valuation within two weeks following its next equity financing. The Option and the RSU grant shall be subject to the terms of the Plan and a Restricted Stock Unit Award Agreement (the applicable form “RSU Agreement”) between you and the Company. (c) If you remain employed by the Company, at the first regularly scheduled meeting of grant agreement. To the extent permissible under lawBoard or the Compensation Committee (whichever occurs first) in 2017, the Company will grant to you a stock option (the “2017 Performance Option”) under the Plan for the purchase of that number of shares of common stock of the Company (up to a maximum of 250,000 shares) equal to that percentage (up to a maximum of 100%) of 250,000 shares equal to the percentage achievement of the Performance Objectives as shall be determined for 2016. The per share exercise price of the 2017 Performance Option shall be an the fair market value (under the Plan) of a share of common stock as of the date of the grant. The 2017 Performance Option shall be (i) made up of incentive stock option. Subject options to your continued employment through the applicable vesting dates extent legally permissible, and the otherwise shall be nonstatutory stock options, (ii) subject to all terms and conditions of the Plan and the applicable award a separate option agreement, and (iii) subject to a vesting schedule of four (4) years, with 25% of the shares vesting on the first anniversary of the grant date and 6.25% of the shares vesting each quarter thereafter. Notwithstanding the foregoing, the grant of the 2017 Performance Option and the RSU shall be subject to the following availability of shareholder approved shares for the Plan and Board approval. The Board may elect, in its sole discretion, to grant additional options in 2017, based on its assessment of your level of performance, the Company’s achievement of its business goals, special contributions that you may have made during 2016 or other factors that the Board may deem appropriate. (d) If you remain employed by the Company, at the first regularly scheduled meeting of the Board or the Compensation Committee (whichever occurs first) in 2018, the Company will grant to you a stock option (the “2018 Performance Option”) under the Plan for the purchase of that number of shares of common stock of the Company (up to a maximum of 250,000 shares) equal to that percentage (up to a maximum of 100%) of 250,000 shares equal to the percentage achievement of the Performance Objectives as shall be determined for 2017. The per share exercise price of the 2018 Performance Option shall be the fair market value (under the Plan) of a share of common stock as of the date of the grant. The 2018 Performance Option shall be (i) made up of incentive stock options to the extent legally permissible, and otherwise shall be nonstatutory stock options, (ii) subject to all terms of the Plan and a separate option agreement, and (iii) subject to a vesting schedule: schedule of 4 years, with 25% of the grant will become vested and exercisable or settled, as applicable, shares vesting on the 12 month first anniversary of the Start Date grant date and 6.25% of the balance will become vested shares vesting each quarter thereafter. Notwithstanding the foregoing, the grant of the 2018 Performance Option shall be subject to the availability of shareholder approved shares for the Plan and exercisable or settled, as applicableBoard approval. The Board may elect, in equal monthly installments over its sole discretion, to grant additional options in 2018, based on its assessment of your level of performance, the following 36 monthsCompany’s achievement of its business goals, special contributions that you may have made during 2017 or other factors that the Board may deem appropriate.

Equity. Subject Pursuant to Board and stockholder approval of a sufficient increase in the number of shares of Common Company’s 2016 Stock reserved and authorized for issuance under the Liquidia Technologies, Inc. 2016 Equity Incentive Plan, as may be amended from time to time by the Company Plan (the “Plan”), the Executive shall has previously received option grants, and subject to approval by the Board, may receive further option grants in the following grants: future (collectively, the “Option Grants”). (i) an Subject to Sections 4(e)(ii), 5(b) and 5(c), the Option Grant shall vest in accordance with the applicable option (grant agreements; provided, that it is expected that any Option Grants awarded following the “Option”) date hereof will vest on the following schedule, provided that the Executive is providing services to purchase shares the Company on each applicable vesting date: 25% on the first anniversary of Common Stock equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant; and (ii) a number of Restricted Stock Unit Awards (the “RSU”) (as defined in the Plan) equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant. The date of grant for the Option and the RSU shall be on such date as the Board next approves a 409A valuation of the Company’s Common Stock (the “Valuation”). The exercise price per share of the Option shall be the fair value (as defined under the terms of the Plan) of such shares as determined by the Valuation. The Company shall use commercially reasonable efforts to complete the Valuation within two weeks following its next equity financing. The Option and the RSU grant shall be subject to the terms of the Plan and the applicable form of grant agreement. To the extent permissible under law, the Option shall be an incentive stock option. Subject to your continued employment through the applicable vesting dates and the terms and conditions of the Plan and the applicable award agreement, the Option and the RSU shall be subject to the following vesting schedule: 25remaining 75% of the grant will become vested and exercisable or settled, as applicable, on the 12 month anniversary of the Start Date and the balance will become vested and exercisable or settled, as applicable, in equal monthly installments over the next three years. (ii) Notwithstanding the foregoing or anything in the Plan or this Agreement, upon a Sale of the Company in which the consideration is cash or liquid securities or the unvested shares subject to the Option Grants are not converted into securities of the acquirer or the Company’s successor, as the case may be (the “Acquirer”) on the same terms as shares of Bright Health Inc.’s common stock, if the Executive is offered employment with the Acquirer on terms no less favorable to the Executive in the aggregate than the terms on which the Executive is then-employed by the Company, then the unvested shares subject to the Option Grants shall be cancelled in connection with such Sale of the Company and shall be converted into a contingent right to receive an amount in cash (the “Holdback Amount”) equal to the proceeds that would otherwise be payable to the Executive in respect of such unvested shares in connection with such Sale of the Company had such unvested shares become vested immediately prior to such Sale of the Company and had been exercised and sold at the time of the Sale of the Company. The Holdback Amount shall not be paid to the Executive at the closing of such Sale of the Company, but rather shall be withheld by the Acquirer at the closing of such Sale of the Company and paid to the Executive on the earliest to occur of (a) the date that is the 12-month anniversary of the closing of such Sale of the Company, (b) the date on which the Executive is terminated without Cause (as defined below) and (c) the date on which the Executive resigns for Sale Good Reason (as defined below), so long as, in the case of this clause (c), such date is at least six (6) months following 36 monthsthe closing of such Sale of the Company; provided, further, that in the event that the Executive resigns for any reason other than for Sale Good Reason or is terminated for Cause prior to the 12-month anniversary of the closing of such Sale of the Company, the Executive’s right to receive the Holdback Amount (or any portion thereof) shall be forfeited without any payment thereof. If the Executive is (y) terminated without Cause in connection with a Sale of the Company or (z) not offered employment with the Acquirer in connection with a Sale of the Company on terms no less favorable to the Executive in the aggregate than the terms on which the Executive is then-employed by the Company, then in either case all unvested shares subject to the Option Grants shall automatically vest in full immediately prior to such Sale of the Company. For purposes of this Agreement, “Sale Good Reason” means the Executive’s voluntary termination of employment with the Company or the Acquirer following the occurrence of any of the following without the Executive’s written consent: (i) a material reduction or change in job duties, responsibilities or requirements inconsistent with the Executive’s position, provided that a mere change in title following a Sale of the Company shall not constitute Sale Good Reason, so long as the Executive is assigned to a position that is substantially equivalent to the position held prior to the Sale of the Company in terms of job duties, responsibilities and requirements; (ii) a material reduction in the Executive’s compensation; (iii) the Executive’s refusal to relocate the principal place for performance of his duties to a location more than fifty (50) miles from the location at which he performed his duties at the time of the Sale of the Company.

Equity. Subject to Board and stockholder approval of a sufficient increase in the number of shares of Common Stock reserved and authorized for issuance under the Liquidia TechnologiesYou were granted one or more stock options (each, Inc. 2016 Equity Incentive Plan, as may be amended from time to time by the Company (the “Plan”), Executive shall receive the following grants: (i) an option (the “Option”) to purchase shares of Common Stock equal to 1% of the Company’s issued and outstanding capital common stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards “Common Stock”) under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant; and (ii) a number of Restricted 2021 Stock Unit Awards Incentive Plan (the “RSUPlan”). You were also granted one or more restricted stock unit awards (“RSUs”) under the Plan. The number of vested and unvested shares subject to the Options and RSUs are set forth on Exhibit B attached hereto. You agree that you have reviewed the Exhibit B and it is accurate as to the number of vested and unvested shares subject to your Options and RSUs as of the Separation Date. Pursuant to the applicable notice of stock option grants and stock option agreements (collectively, a “Stock Option Agreement”) between you and the Company, you will continue vesting while you are a Service Provider (as defined in the Plan) equal and any vested shares subject to 1% your Option(s) as of the date you cease to be a Service Provider shall remain exercisable at any time until the date three months after you cease to be a Service Provider, or such longer period of time provided for in the Stock Option Agreements, and such vested Options to the extent unexercised will expire on the applicable date. Pursuant to the applicable notice of stock of restricted stock unit grants and restricted stock unit agreements (collectively, an “RSU Award Agreement”) between you and the Company, you will continue vesting while you are a Service Provider and any unvested RSUs as of the date you cease to be a Service Provider will terminate immediately at such time as you cease to be a Service Provider. The Stock Option Agreements, RSU Award Agreements and, if applicable, any agreements or notices under which you acquired or acquire any shares subject to your Options or RSUs will remain in full force and effect, and you agree to remain bound by those agreements. Beginning one year following your Separation Date and ending on the date of the 2025 annual meeting of the Company’s issued and outstanding capital stock determined on stockholders (the “2025 Annual Meeting”), for so long as you serve as an Outside Director as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under defined in the Company’s equity incentive plansAmended and Restated Outside Director Compensation Policy, but including all equity issued in you will be entitled to receive a pro-rated amount of the Series D capital round) on the date annual cash compensation payable to a member of grant. The date of grant for the Option and the RSU shall be on such date as the Board next approves a 409A valuation of under such policy. Thereafter, if (and only if) you are re-elected to the Board at or following the 2025 Annual Meeting, you will be compensated in accordance with the Company’s Outside Director Compensation Policy as then in effect for so long as you are an “Outside Director” as defined in the policy. Except as set forth above, you further acknowledge and agree that you do not have any other rights to receive, acquire, or vest into any additional shares of Common Stock (the “Valuation”). The exercise price per share or other class of capital stock of the Option shall be the fair value (as defined under the terms Company or any of the Plan) of such shares as determined by the Valuation. The Company shall use commercially reasonable efforts to complete the Valuation within two weeks following its next equity financing. The Option and the RSU grant shall be subject to the terms of the Plan and the applicable form of grant agreement. To the extent permissible under lawparent, the Option shall be an incentive stock option. Subject to your continued employment through the applicable vesting dates and the terms and conditions of the Plan and the applicable award agreement, the Option and the RSU shall be subject to the following vesting schedule: 25% of the grant will become vested and exercisable subsidiary or settled, as applicable, on the 12 month anniversary of the Start Date and the balance will become vested and exercisable or settled, as applicable, in equal monthly installments over the following 36 monthsaffiliated entities.

Equity. Subject (a) You have been granted certain awards of Restricted Stock Units (the “RSU Award”) and Incentive Stock Options and/or Non-Qualified Stock Options to Board and stockholder approval purchase shares of the Company’s common stock (each, an “Option Award”) pursuant to the terms of a sufficient increase in Restricted Stock Unit Award Agreement, written Stock Option Award Agreements and/or the number terms of shares of Common the Company’s 2012 Stock reserved and authorized for issuance under the Liquidia Technologies, Inc. 2016 Equity Incentive Plan, as may be amended from time to time by the Company Plan (the “Plan”), Executive shall receive the following grants: (i) an option each as set forth in Schedule 2. The number of shares that are vested (the “OptionVested Shares”) to purchase shares of Common Stock equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant; and (ii) a number of Restricted Stock Unit Awards unvested (the “RSUUnvested Shares”) (pursuant to each RSU Award and Option Award as defined in the Plan) equal to 1% of the Company’s issued Separation Date is set forth on Schedule 2. Upon the Separation Date, the options and outstanding capital restricted stock determined on an as converted units with respect to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards the Unvested Shares under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant. The date of grant for the each Option Award and the RSU Award shall be on such date as terminated and you will have no right(s) to exercise the Board next approves a 409A valuation of options or receive the Company’s Common Stock (shares underlying the “Valuation”). The exercise price per share of the Option shall be the fair value (as defined under the terms of the Plan) RSU Award with respect to any portion of such shares as determined by Unvested Shares. Following the Valuation. The Company shall use commercially reasonable efforts Separation Date, you will have one hundred eighty (180) days to complete exercise the Valuation within two weeks following its next equity financing. The Option and the RSU grant shall be subject to the terms of the Plan and the applicable form of grant agreement. To the extent permissible under law, the Option shall be an incentive stock option. Subject to your continued employment through the applicable vesting dates and Vested Shares in accordance with the terms and conditions of the Plan applicable Option Award. The parties’ rights and obligations with respect to the applicable award agreement, the Option and the RSU Vested Shares (shall be remain subject to the following vesting schedule: 25% terms and conditions of each Option Award, the applicable Option Agreement and the Plan. There are no Vested Shares pursuant to the RSU Award. (b) You acknowledge and agree that if you breach any term of this Agreement or the Restrictive Covenant Agreements (defined below) between the Company then all Vested Shares (to the extent that they have not been exercised) shall be immediately terminated and forfeited to the Company in accordance with the terms of each Option Award, Section 3(c) of the grant will become vested and exercisable or settled, as applicable, on the 12 month anniversary of the Start Date applicable Option Agreement and the balance will become vested Plan. (c) Except for your ability to exercise the Vested Shares in accordance with each Option Award, the applicable Option Agreement and exercisable the Plan, you represent and agree that (i) you do not own any common stock, stock options, or settledother equity interest in the Company other than shares of Common Stock that you have purchased in the open market, as applicable(ii) you have no right to acquire any further stock options, common stock, equity or other interest in equal monthly installments over the following 36 monthsCompany under any Option Award and/or the Plan and you shall not in the future have any right to acquire any equity or other interest in the Company under an RSU Award, Option Award, the applicable Restricted Stock Unit Agreement or Option Agreement, the Plan or any Company equity, stock or stock option plan or program (of whatever name or kind), and (iii) you shall not have any right to vest in any stock or stock options under any Company equity, stock and/or stock option plan or program (of whatever name or kind) that you may have participated in or were eligible to participate in during your employment with the Company.

Equity. Subject (i) In connection with your employment as Chairman, President and CEO, you will be eligible to Board and stockholder approval of a sufficient increase in the number of receive stock options to purchase shares of Common Stock reserved and authorized for issuance under the Liquidia Technologies, Inc. 2016 Equity Incentive Plan, as Company’s common stock (“Options”) or may be amended from time granted restricted shares of the Company’s common stock (“Restricted Stock”). Options and Restricted Stock shall be granted pursuant to time by the Company Company’s stock option plan (the “Plan”), Executive shall receive the following grants: (i) an option (the “Option”) to purchase shares of Common Stock equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant; and (ii) a number of Restricted Stock Unit Awards (the “RSU”) (as defined in the Plan) equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant. The date of grant for the Option and the RSU shall be on such date as the Board next approves a 409A valuation of the Company’s Common Stock (the “Valuation”). The exercise price per share of the Option shall be the fair value (as defined under the terms of the Plan) of such shares as determined by the Valuation. The Company shall use commercially reasonable efforts to complete the Valuation within two weeks following its next equity financing. The Option and the RSU grant shall be subject to the terms of the Plan and the applicable form of grant agreement. To the extent permissible under law, the Option shall be an incentive stock option. Subject to your continued employment through the applicable vesting dates and all the terms and conditions of the Plan Plan. As a condition of these Option or Restricted Stock grants, you shall also execute stock option or restricted stock agreements with the Company covering the terms and conditions of each grant. Any Option or Restricted Stock shall initially be entirely unvested. Options shall vest pro-rata on a monthly basis over the applicable award agreement, 36 months following the date of grant subject to your continued service and shall remain exercisable for a period of 24 months following your termination of service (except if such termination is for Cause). You shall be able to exercise Options only to the extent that such Options are vested. The Options shall have a per share exercise price equal to the fair market value of a Company common share on the date of the Option and grant. Grants of Restricted Stock shall vest pro-rata quarterly over the RSU shall be 36 months following the date of grant, subject to your continued service, and are eligible for share withholding to provide for the following payment of withholding taxes upon vesting schedule: 25dates. In the event that your employment as Chairman, President and CEO is terminated by the Company for a reason other than for “Cause” as defined below, any outstanding unvested Option or Restricted Stock grant shall receive an additional 18 months of vesting. Dr. Ryo Kubota, M.D., Ph.D. April 18, 2005 (ii) In addition, until the Company’s initial public offering of its common stock, you shall as often as necessary receive grants of Options or Restricted Stock so that your equity position in the Company is at least equal to 51% of the grant will become vested Company’s outstanding common stock on a fully-diluted, as-converted basis (“AD Grants”). AD Grants pursuant to this subsection (ii) shall have the same terms and exercisable conditions specified in subsection (i) above. In addition, the price for AD Grants may be made by full recourse promissory notes which shall accrue interest but shall not be due and payable until the earlier of (x) your Termination Date or settled, as applicable, on (y) 36 months from the 12 month anniversary date of the Start Date grant (“AD Grant Notes”). Within 45 days following each fiscal year-end in which an AD Grant Note remains outstanding and in which you remained an employee as of the balance will become vested last day of such fiscal year, the Company shall pay you a cash bonus (an “AD Grant Bonus”) in an amount equal to one-third of the principal amount of each outstanding AD Grant Note, if any, plus accrued interest thereon plus an amount equal to the amount of additional tax incurred by you as a result of receiving such AD Grant Bonus, if any. The Company shall be permitted to retain from any AD Grant Bonus an amount equal to one-third of the principal amount of each outstanding AD Grant Note plus accrued interest thereon pending repayment of each AD Grant Note. (iii) You shall be permitted to implement a Rule 10b5-1 trading plan provided such plan complies with all Company policies and exercisable or settled, as applicable, in equal monthly installments over such plan is pre-approved by the following 36 monthsCompany.

Equity. Subject The Company shall recommend that the Board grant to Board and stockholder approval Executive an option to purchase, pursuant to an option agreement, the equivalent of approximately 1.00% of Company Common Stock, (the “Common Stock”) on a sufficient Fully Diluted basis, at a price per share equal to the fair market value per share of the Common Stock on the date of grant (the “Option Grant”). The Option Grant shall occur immediately upon the next increase to Company’s stock option pool, which is expected to occur immediately post-closing of the contemplated merger agreement with Vical Inc. (the “Merger”). In the event the Merger is terminated, the Option Grant will be made on such termination date thereof. In this scenario, dilution protection will be offered through the closing of the Company’s next equity financing pursuant to which it raises at least thirty million dollars in gross proceeds. For the purposes of this Agreement, “Fully Diluted” shall be calculated by adding (x) the number of outstanding shares of capital stock of the Company, plus (y) the number of shares of Common Stock Company common stock subject to issuance under outstanding options or warrants, plus (z) the number of unallocated shares of Company common stock reserved and authorized for issuance under pursuant to the Liquidia TechnologiesCompany’s stock option plans, Inc. 2016 Equity Incentive Planin each case, as may of the close of the business day preceding the date of determination. Subject to the vesting acceleration terms described in this Agreement, twenty-five percent (25%) of the Option Grant shall vest (or be amended released from time the Company’s repurchase right, as applicable) one year from the Effective Date subject to time by Executive’s continuing employment with the Company (the “PlanInitial Vesting Period”), Executive and none of the Option Grant shall receive the following grants: vest (i) an option (the “Option”) to purchase shares of Common Stock equal to 1% of or be released from the Company’s issued and outstanding capital stock determined on an repurchase right, as converted to common stock, fully diluted basis (excluding any applicable) before such date. The remaining shares that have not been granted or are not subject to outstanding awards under the Option Grant shall vest (or be released from the Company’s equity incentive plansrepurchase right, but including all equity issued as applicable) monthly over the next (36) months in the Series D capital round) on the date of grant; and (ii) a number of Restricted Stock Unit Awards (the “RSU”) (as defined in the Plan) equal monthly amounts subject to 1% of Executive’s continuing employment with the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any . Any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant. The date of grant for the Option and the RSU shall be on such date as the Board next approves a 409A valuation of the Company’s Common Stock (the “Valuation”). The acquired upon exercise price per share of the Option shall be the fair value (as defined under the terms of the Plan) of such shares as determined by the Valuation. The Company shall use commercially reasonable efforts to complete the Valuation within two weeks following its next equity financing. The Option and the RSU grant shall Grant, will be subject to the terms of the Plan and the applicable form of grant agreement. To the extent permissible under law, the Option shall be an incentive stock option. Subject to your continued employment through the applicable vesting dates and the terms and conditions of the Plan Company’s equity incentive plan and option agreement to be entered into between Executive and the Company. Subject to any vesting requirements as set forth above (and in the applicable award agreementstock option agreements), the Option and Grant may be early exercised at any time after the RSU shall be respective grant dates for all or any part of the shares subject to the following vesting schedule: 25% of the grant will become vested and exercisable or settled, as applicable, on the 12 month anniversary of the Start Date and the balance will become vested and exercisable or settled, as applicable, in equal monthly installments over the following 36 monthsOption Grant.

Equity. Subject As of the Closing Date, it will be recommended to the Board and stockholder approval that the Company grants Executive an option to purchase the greater of a sufficient increase in 222,500 shares or the number of shares equal to 9.0% of Common Stock reserved the Company’s fully-diluted, pro-forma shares on an as-converted basis giving consideration to the anticipated reverse split and authorized for issuance under adjustments to exchange ratio and closing cash, of the Liquidia Technologies, Inc. 2016 Equity Incentive Plan, Company’s common stock at the fair market value as may be amended from time to time determined by the Company (Board as of the “Plan”), Executive shall receive the following grants: (i) an option date of grant (the “Option”). To be eligible, Executive must still be employed by the Company when the Board grants the Option. It is intended that the Option shall, to the extent it so qualifies, be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations promulgated thereunder. Subject to purchase shares of Common Stock equal the accelerated vesting provisions set forth herein, the Option will vest as to 125% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on Option one year after the date of grant; , and as to 1/48th of the shares subject to the Option monthly thereafter, so that the Option will be fully vested and exercisable four (ii4) a number years from the date of Restricted Stock Unit Awards (the “RSU”) grant, subject to Executive’s Continuous Service Status (as defined in the Plan) equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under Company through the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant. The date of grant for the Option and the RSU shall be on such date as the Board next approves a 409A valuation of the Company’s Common Stock (the “Valuation”). The exercise price per share of the Option shall be the fair value (as defined under the terms of the Plan) of such shares as determined by the Valuation. The Company shall use commercially reasonable efforts to complete the Valuation within two weeks following its next equity financingrelevant vesting dates. The Option and the RSU grant shall will be subject to the terms terms, definitions and provisions of the Proteon Therapeutics, Inc. Amended and Restated 2014 Equity Incentive Plan or any successor plan of the Company (the “Option Plan”) and the applicable form stock option agreement by and between Executive and the Company (the “Option Agreement”), both of grant agreementwhich documents are incorporated herein by reference. (i) Executive will be eligible to receive awards of stock options, restricted stock or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. To The Board or a committee of the extent permissible under law, the Option Board shall determine in its discretion whether Executive shall be an incentive stock option. Subject to your continued employment through the applicable vesting dates granted any such equity awards and the terms and conditions of any such award in accordance with the Plan and the terms of any applicable award agreement, the Option and the RSU shall plan or arrangement that may be subject in effect from time to the following vesting schedule: 25% of the grant will become vested and exercisable or settled, as applicable, on the 12 month anniversary of the Start Date and the balance will become vested and exercisable or settled, as applicable, in equal monthly installments over the following 36 monthstime.

Equity. Subject AFCG’s management will recommend to its Board and stockholder approval that Executive be awarded, as soon as practicable following the date hereof, an initial, sign-on equity grant having a grant date fair value of a sufficient increase $1,000,000 in the number of shares of Common Stock reserved and authorized for issuance restricted common stock under the Liquidia Technologies, Inc. 2016 Equity AFCG Stock Incentive Plan, as may be amended from time to time by the Company Plan (the “Plan”) on AFCG’s standard vesting terms of thirty-three percent (33%) of such grant vesting on each of the second (2nd), third (3rd) and fourth (4th) anniversaries of Executive’s start date. For the avoidance of doubt, the Executive shall receive be entitled to cash dividends for all restricted common stock issued to him even when such restricted common stock is not yet vested, in accordance with the following grants: Plan. In addition, Executive will be eligible (a) to purchase one percent (1%) of the equity of AFC BDC at the price of the initial fundraise, with a possible increase prior to the initial fundraise for AFC BDC and (b) subject to approval by the applicable Board or a committee thereof in its discretion, for subsequent equity grants of (x) restricted common stock under the Plan, annually and (y) AFC BDC common stock. Notwithstanding anything herein or elsewhere to the contrary, all of the Executive’s outstanding equity shall fully vest upon the occurrence of both (i) an option (the “Option”) to purchase shares of Common Stock equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued a Change in the Series D capital round) on the date of grant; and (ii) a number of Restricted Stock Unit Awards (the “RSU”) Control Event (as defined in the Plan) equal and (ii) Executive’s termination of employment within three (3) months prior to or one (1% ) year following such Change in Control Event, in each case as a result of a termination by the CompanyCompany without Cause (other than due to Executive’s issued and outstanding capital stock determined on death or Disability) or a termination by Executive for Good Reason. For the avoidance of doubt, an as converted to common stockInternalization Transaction, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant. The date of grant for the Option and the RSU shall be on such date as the Board next approves a 409A valuation of the Company’s Common Stock (the “Valuation”). The exercise price per share of the Option shall be the fair value (as defined under the terms of the Plan) of such shares Company’s management agreement with AFCG, as determined by the Valuationsame may be amended from time-to-time, shall not constitute a Change in Control Event for the purposes herein. The Company shall use commercially reasonable efforts Notwithstanding anything herein or elsewhere to complete the Valuation within two weeks following its next contrary, the Executive’s outstanding equity financing. The Option and the RSU grant shall be subject to treated no less favorably than the terms equity of the Plan and the applicable form of grant agreement. To the extent permissible under law, the Option shall be an incentive stock option. Subject to your continued employment through the applicable vesting dates and the terms and conditions of the Plan and the applicable award agreement, the Option and the RSU shall be subject to the following vesting schedule: 25% of the grant will become vested and exercisable or settled, as applicable, on the 12 month anniversary of the Start Date and the balance will become vested and exercisable or settled, as applicable, Chief Executive Officer in equal monthly installments over the following 36 monthsconnection with such Change in Control.

Equity. Subject As a material inducement to Board Executive entering into employment with the Company and stockholder approval In consideration of a sufficient increase Executive’s agreement in Section 5 to adhere to the non-competition provisions set forth in the number of shares of Common Stock reserved and authorized for issuance Restrictive Covenants Agreement (as defined below), the Company shall grant to Executive, under the Liquidia Technologies, Inc. 2016 Equity Company’s 2019 Inducement Stock Incentive Plan, as may be amended from time to time by the Company (the “Plan”), Executive shall receive the following grants: (i) an option (the “Option”) stock options to purchase 244,550 shares of Common Stock equal to 1% of the Company’s issued and outstanding capital common stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round“Options”) on the date of grant; and (ii) a number restricted stock unit award with respect to 80,300 shares of Restricted Stock Unit Awards the Company’s common stock (the “RSU”) (as defined in the Plan) ). The Options will have an exercise price per share equal to 1the last reported sale price per share of the common stock on the Nasdaq stock exchange on the grant date of the Option, will be a non-qualified stock option for United States tax purposes, will vest as to 25% of the Company’s issued underlying shares on the first anniversary of the Commencement Date and outstanding capital stock determined on an as converted with respect to common stock, fully diluted basis (excluding any the balance of the underlying shares that have not been granted or are not in 36 equal monthly installments thereafter and will otherwise be subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued terms and conditions of a stock option agreement and the Plan. ​ The RSU will vest in the Series D capital round) equal quarterly installments beginning on the date Commencement Date and ending on the third anniversary of grantthe Commencement Date and will otherwise be subject to the terms and conditions of an RSU agreement and the Plan. The date of grant for the Option Options and the RSU shall be on such date granted under the Plan as an “inducement grant” with the Board next approves a 409A valuation meaning of Nasdaq Listing Rule 5635(c)(4). Further, following the end of each fiscal year during the Term, and subject to the approval of the Company’s Common Stock (Board, which shall not be unreasonably withheld, Executive may be eligible for an equity award or awards, which will be based on both individual and corporate performance during the “Valuation”). The exercise price per share of the Option shall applicable fiscal year and such other factors as may be the fair value (as defined under the terms of the Plan) of such shares as determined by the ValuationBoard, in its sole discretion, and will be made under such terms and in such amounts as may be determined by the Board, in its sole discretion. The Such individual and corporate performance goals will be mutually set by the Company shall use commercially reasonable efforts to complete and Executive for the Valuation within two weeks following its next equity financing. The Option performance year, and the RSU grant Executive shall be subject treated no less favorably than other senior executive officers of the Company who report to the terms Chief Executive Officer with respect to eligibility for future equity awards based in whole or part on corporate performance. In any event, Executive must be an active employee of the Plan Company (and having neither received, nor been provided with, notice of termination) terminated for Cause on the applicable form of date the equity award is granted in order to be eligible to receive a grant, as the grant agreement. To the extent permissible under law, the Option shall be also serves as an incentive stock option. Subject to your continued employment through remain employed by the applicable vesting dates and the terms and conditions of the Plan and the applicable award agreement, the Option and the RSU shall be subject to the following vesting schedule: 25% of the grant will become vested and exercisable or settled, as applicable, on the 12 month anniversary of the Start Date and the balance will become vested and exercisable or settled, as applicable, in equal monthly installments over the following 36 monthsCompany.

Equity. Subject The Executive shall be entitled to Board the following equity awards, which awards shall be granted under and stockholder approval pursuant to the terms of a sufficient increase in the number of shares of Common Stock reserved and authorized for issuance under the Liquidia Technologies, Inc. 2016 Equity 2006 Zebra Technologies Corporation Incentive Plan, Compensation Plan as may be amended from time to time by the Company (the “2006 Incentive Compensation Plan”): (1) An initial stock appreciation right (the “Initial SAR Grant”) of Twenty Five Thousand Five Hundred (25,500) shares of the Employer’s Class A Common Stock. which shall be granted on the Effective Date or as soon as practical thereafter (the “Grant Date”), Executive shall receive granted at a price determined based on the closing price of a share of the Employer’s common stock as reported on The NASDAQ Stock Market following grants: (i) an option the conclusion of Executive’s first day of employment (the “Option”) to purchase shares of Common Stock equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant; and (ii) a number of Restricted Stock Unit Awards (the “RSU”) (as defined in the Plan) equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant. The date of grant for the Option and the RSU shall be on such date as the Board next approves a 409A valuation of the Company’s Common Stock (the “ValuationGrant Date”). The exercise price per share Initial SAR Grant shall vest in four (4) substantially equal annual installments on each anniversary of the Option shall be the fair value (as defined under the terms of the Plan) of such shares as determined by the Valuation. The Company shall use commercially reasonable efforts to complete the Valuation within two weeks following its next equity financing. The Option and the RSU grant shall be Grant Date, but subject to the terms provisions contained in Paragraph 7B, only if the Executive is employed by the Employer on each such anniversary date. Upon the date of such grant, the Plan and Employer shall provide the applicable Executive with a Stock Appreciation Rights Agreement substantially in the form of grant agreement. To the extent permissible under lawattached Exhibit B, the Option which shall be an incentive stock option. Subject to your continued employment through the applicable vesting dates and describe the terms and conditions of the Plan and Initial SAR grant consistent with this Agreement. (2) A restricted stock grant for Sixteen Thousand shares of the applicable award agreementEmployer’s Class A Common Stock (the “Restricted Stock Grant”) granted at a price to be determined based on the closing price of a share of the Employer’s common stock as reported on The NASDAQ Stock Market as of the closing of such market on the Grant Date. One hundred percent (100%) of the Restricted Stock Grant shall vest on the third anniversary of the Grant Date, the Option and the RSU shall be but subject to the following vesting schedule: 25% provisions contained in Paragraph 7B, only if the Executive is employed by the Employer at the time of vesting. Upon the date of such grant, the Employer shall provide the Executive with a Restricted Stock Agreement substantially in the form of attached Exhibit C, which shall describe the terms and conditions of the grant will become vested and exercisable or settled, as applicable, on the 12 month anniversary of the Start Date and the balance will become vested and exercisable or settled, as applicable, in equal monthly installments over the following 36 monthsRestricted Stock Grant consistent with this Agreement.

Equity. Subject to approval by the Board and stockholder approval on or before each of the grant dates set forth below, Employee will be granted the following stock options (the “Options”): (a) an option to purchase 150,000 shares of Company common stock to be granted on the date which is the earlier of (i) the date of the Company’s achievement of a sufficient increase milestone to be determined by the Board, or (ii) October 15, 2007 (the “September Option”), which shall vest on a monthly basis over the three (3) month period following September 11, 2007 (subject to Employee’s continuous service to the Company in any capacity); (b) an option to purchase 150,000 shares of Company common stock to be granted on December 1, 2007 (the “December Option”), which shall vest on a monthly basis over the three (3) month period following the grant date (subject to Employee’s continuous service to the Company in any capacity); (c) at the discretion of the Board (upon recommendation of the Compensation Committee of the Board (the “Compensation Committee”)), an option to purchase shares of Company common stock to be granted on the date that the Board (upon recommendation of the Compensation Committee) determines whether and the extent to which the 90 Day Goals (described in Section 5 below) have been met, and which shall be exercisable for a number of shares to be determined by the Board (upon recommendation of the Compensation Committee) but not to exceed 37,500; and (d) at the discretion of the Board (upon recommendation of the Compensation Committee), an option to purchase shares of Company common stock to be granted on the date that the Committee determines whether and the extent to which the 180 Day Goals (described in Section 5 below) have been met, and exercisable for a number of shares of Common Stock reserved and authorized for issuance under the Liquidia Technologies, Inc. 2016 Equity Incentive Plan, as may Company common stock to be amended from time to time determined by the Company Board (upon recommendation of the “Plan”), Executive shall receive Compensation Committee) but not to exceed 37,500. The exercise price of each of the following grants: (i) an option (the “Option”) to purchase shares of Common Stock foregoing Options will be equal to 1% the closing price of the Company’s issued and outstanding capital common stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant; and (ii) a number of Restricted Stock Unit Awards (the “RSU”) (as defined in the Plan) equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant. The date of Option grant for the Option and the RSU shall be on such date as the Board next approves a 409A valuation of the Company’s Common Stock (the “Valuation”). The exercise price per share of the Option shall be the fair value (as defined under the terms of the Plan) of such shares as determined reported by the ValuationOTC Bulletin Board. The Company shall use commercially reasonable efforts to complete the Valuation within two weeks following its next equity financing. The Each Option and the RSU grant shall will also be subject to the terms of the Plan and the applicable form of grant agreement. To the extent permissible under law, the Option shall be an incentive stock option. Subject to your continued employment through the applicable vesting dates and the terms and conditions of the Company’s 2006 Stock Incentive Plan and the applicable award form of stock option agreement, which Employee will be required to sign as a condition of receiving the Option and the RSU shall be subject to the following vesting schedule: 25% of the grant will become vested and exercisable or settled, as applicable, on the 12 month anniversary of the Start Date and the balance will become vested and exercisable or settled, as applicable, in equal monthly installments over the following 36 monthsOption.

Equity. Subject Any shares of the Company’s Common Stock, options to Board purchase shares of the Company’s Common Stock (each, an “Option”) or restricted stock unit awards with respect to Company Common Stock (each, a “RSU Award”) that were previously granted or issued to you shall continue to be governed by the terms and stockholder conditions of the agreements evidencing the purchase of such Common Stock, the grant of such Option or the grant of such RSU Award, all of which remain in full force and effect, except that any vesting acceleration with respect to such shares, Option or RSU Awards contained in any agreement, including (without limitation) an offer letter or employment agreement or amendment thereto, a stock option agreement, restricted stock purchase agreement or restricted stock unit Xxxxxxx Xxxx October 26, 2022 agreement, shall be nullified and superseded in its entirety by the vesting acceleration set forth below in Section 4 of this Agreement (collectively, the “Equity Documentation”). In addition, subject to the approval of the Board or the Compensation Committee, following the Effective Date you will be granted a sufficient increase new equity award in the number form of shares of Common Stock reserved and authorized for issuance restricted stock units under the Liquidia Technologies, Inc. 2016 Company’s 2018 Equity Incentive Plan, as may be amended from time to time by the Company (the “Plan”), Executive shall receive the following grants: (i) an option with a grant date value of $4,400,000 (the “OptionPromotion RSU Award”). The number of restricted stock units (“RSUs”) subject to purchase shares of Common Stock the Promotion RSU Award shall be equal to 1% of (x) $4,400,000 divided by (y) the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant; and (ii) average price for a number of Restricted Stock Unit Awards (the “RSU”) (as defined in the Plan) equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant. The date of grant for the Option and the RSU shall be on such date as the Board next approves a 409A valuation share of the Company’s Common Stock for the twenty (20) trading days ending on the grant date. You will be expected to execute the Company’s standard form of restricted stock unit award agreement (the “ValuationAward Agreement”)) for the Promotion RSU Award, and agree to be subject to such terms and conditions as set forth in the Plan and the Award Agreement. The exercise price per share of the Option shall be the fair value (as defined under the terms of the Plan) of such shares Promotion RSU Award will vest according to certain time- based and performance-based criteria, as determined by the Valuation. The Company shall use commercially reasonable efforts to complete Board or the Valuation within two weeks following its next equity financing. The Option and the RSU grant shall be subject to the terms of the Plan and the applicable form of grant agreement. To the extent permissible under law, the Option shall be an incentive stock option. Subject to your continued employment through the applicable vesting dates and the terms and conditions of the Plan and the applicable award agreement, the Option and the RSU shall be subject to the following vesting schedule: 25% of the grant will become vested and exercisable or settled, as applicable, on the 12 month anniversary of the Start Date and the balance will become vested and exercisable or settled, as applicable, in equal monthly installments over the following 36 monthsCompensation Committee.

Equity. Subject It will be recommended to the Board and stockholder approval that, prior to December 31, 2018, the Board approve a reduction to the per share exercise price of a sufficient increase in the number of Executive’s current incentive stock option granted on March 28, 2018 for 1,336,699 shares of Common Stock reserved and authorized for issuance under the Liquidia Technologies, Inc. 2016 Equity Incentive Plan, as may be amended from time to time by the Company Company’s common stock (the “PlanCurrent Option”) to be equal to the fair market value per share on the date of the Board’s approval of such reduction (and provided that no adjustment will be made in the event that the fair market value per share of Company common stock on such date of Board determination is greater than the per share exercise price of the Current Option). The determination of fair market value shall be made in a manner which complies with Section 409A of the Internal Revenue Code. Executive acknowledges and agrees that upon the modification to the Current Option’s exercise price, the Current Option will be treated as granted on the date of modification for purposes of calculating the incentive stock option holding periods that must be met in order for the Current Option to be eligible for the favorable tax treatment available to incentive stock options. In addition, it will be recommended to the Board that it grant Executive shall receive a stock option to purchase 2,628,266 shares of the following grants: (i) an option Company’s common stock (the “Option”) to purchase shares of Common Stock equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant; and (ii) a number of Restricted Stock Unit Awards (the “RSU”) (as defined in the Plan) equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant. The date of grant for the Option and the RSU shall be on such date as the Board next approves a 409A valuation of the Company’s Common Stock (the “Valuation”). The exercise price per share for the Option will be the fair market value of an underlying share of the Company’s common stock on the date of grant, as determined by the Board in a manner intended to comply with Section 409A of the Code (as defined below). The vesting schedule of the Option will be as follows, and the vesting schedule of the Current Option shall be modified to reflect as follows: (i) 919,893 of the shares subject to the Option shall be the fair value (fully vested as defined under the terms of the Plandate of grant of the Option; and (ii) the remaining 1,708,373 shares shall be scheduled to vest monthly, commencing as of such shares as determined by November 2, 2017, and continuing over the Valuation. The Company shall use commercially reasonable efforts next thirty-six (36) months in equal monthly amounts subject to complete Executive’s continuing employment with the Valuation within two weeks following its next equity financingCompany. The Option and the RSU grant shall be subject to the terms terms, definitions and conditions, including vesting requirements, of the Company’s 2014 Equity Incentive Plan (the “Equity Plan”) and a stock option agreement between Executive and the applicable form Company (the “Option Agreement”), both of grant agreementwhich are incorporated herein by reference. To No right to any stock is earned or accrued until such time that vesting occurs, nor does the extent permissible under law, the Option shall be an incentive stock option. Subject xxxxx xxxxxx any right to your continued employment through the applicable continue vesting dates and the terms and conditions of the Plan and the applicable award agreement, the Option and the RSU shall be subject to the following vesting schedule: 25% of the grant will become vested and exercisable or settled, as applicable, on the 12 month anniversary of the Start Date and the balance will become vested and exercisable or settled, as applicable, in equal monthly installments over the following 36 monthsemployment.

Equity. Subject As of the Closing Date, it will be recommended to the Board and stockholder approval that the Company grants Executive an option to purchase the greater of a sufficient increase in 45,500 shares or the number of shares of Common Stock reserved and authorized for issuance under the Liquidia Technologies, Inc. 2016 Equity Incentive Plan, as may be amended from time to time by the Company (the “Plan”), Executive shall receive the following grants: (i) an option (the “Option”) to purchase shares of Common Stock equal to 1% of the Company’s issued fully-diluted pro-forma shares giving consideration to the anticipated reverse split and outstanding capital stock determined on an as converted adjustments to common stockexchange ratio and closing cash, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under of the Company’s equity common stock at the fair market value as determined by the Board as of the date of grant (the “Option”). To be eligible, Executive must still be employed by the Company when the Board grants the Option. It is intended that the Option shall, to the extent it so qualifies, be an incentive plansstock option as defined in Section 422 of the Internal Revenue Code of 1986, but including all equity issued in as amended (the Series D capital round“Code”) on and any regulations promulgated thereunder. Subject to the accelerated vesting provisions set forth herein, the Option will vest as to 25% of the shares subject to the Option one year after the date of grant; , and as to 1/48th of the shares subject to the Option monthly thereafter, so that the Option will be fully vested and exercisable four (ii4) a number years from the date of Restricted Stock Unit Awards (the “RSU”) grant, subject to Executive’s Continuous Service Status (as defined in the Plan) equal to 1% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under Company through the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant. The date of grant for the Option and the RSU shall be on such date as the Board next approves a 409A valuation of the Company’s Common Stock (the “Valuation”). The exercise price per share of the Option shall be the fair value (as defined under the terms of the Plan) of such shares as determined by the Valuation. The Company shall use commercially reasonable efforts to complete the Valuation within two weeks following its next equity financingrelevant vesting dates. The Option and the RSU grant shall will be subject to the terms terms, definitions and provisions of the Proteon Therapeutics, Inc. Amended and Restated 2014 Equity Incentive Plan or any successor plan of the Company (the "Option Plan") and the applicable form stock option agreement by and between Executive and the Company (the "Option Agreement"), both of grant agreementwhich documents are incorporated herein by reference. (i) Executive will be eligible to receive awards of stock options, restricted stock or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. To The Board or a committee of the extent permissible under law, the Option Board shall determine in its discretion and guided by market benchmarks whether Executive shall be an incentive stock option. Subject to your continued employment through the applicable vesting dates granted any such equity awards and the terms and conditions of any such award in accordance with the Plan and the terms of any applicable award agreement, the Option and the RSU shall plan or arrangement that may be subject in effect from time to the following vesting schedule: 25% of the grant will become vested and exercisable or settled, as applicable, on the 12 month anniversary of the Start Date and the balance will become vested and exercisable or settled, as applicable, in equal monthly installments over the following 36 monthstime.

Equity. Subject (a) Upon the date the Company’s registration under the Securities Exchange Act of 1934, as amended, relating to Board and stockholder approval the initial public offering of a sufficient increase the capital stock of the Company becomes effective, provided that you continue to provides services to the Company in the role of Chairman through such date, you will be granted a one-time stock option award to purchase a number of shares of Common Stock reserved and authorized for issuance under the Liquidia Technologies, Inc. 2016 Equity Incentive PlanCompany’s common stock that, as may be amended from time to time by of the Company (the “Plan”)grant date, Executive shall receive the following grants: (i) an option (the “Option”) to purchase shares of Common Stock equal to 1equals approximately 2% of the Company’s issued and outstanding capital stock determined equity on an as converted to common stock, a fully diluted basis (excluding any shares that the “IPO Option”). The IPO Option shall have not been granted or are not subject an exercise price equal to outstanding awards under the fair market value of the Company’s equity incentive plans, but including all equity issued in the Series D capital round) common stock on the date of grantgrant and shall vest and become exercisable in full on the third anniversary of the grant date, subject to your continued service to the Company through such date; provided, however that the IPO Option shall become fully vested and exercisable upon a Sale Event as defined in the Company’s 2018 Stock Option and Incentive Plan. In addition, in the event that (i) your service with the Company terminates due to your death or disability or (ii) the Company shall terminate your service for any reason other than Cause (as defined below), in either case prior to the third anniversary of the grant date of the IPO Option, you shall be deemed vested in a pro-rated portion of the IPO Option, based on your actual service from and after the grant date and through and including the date your employment terminates. You shall be able to exercise the IPO Option, to the extent that it shall have become vested and exercisable in accordance with its terms, until the earlier of (i) one year following the termination of your service as Chairman and (ii) a number the expiration of Restricted Stock Unit Awards (the “RSU”) (as defined term of such IPO Option. Notwithstanding the foregoing, the IPO Option shall terminate immediately, whether or not then vested and exercisable, in the Planevent that your services as Chairman are terminated for Cause. (b) equal In addition to 1% the IPO Option, immediately following each annual meeting of the Company’s issued and outstanding capital stock determined on stockholders, you will be granted an as converted annual equity grant of an option to common stock, fully diluted basis (excluding any purchase shares that have not been granted or are not subject to outstanding awards under of the Company’s equity incentive planscommon stock with a grant date fair value of approximately $405,000 (each, but including all equity issued an “Annual Option” and, together with the IPO Option, the “Options”). Each Annual Option shall be vested and exercisable in the Series D capital round) on full upon the date of grant. The date You will be able to exercise each Annual Option until the earlier of grant (i) one year following the termination of your service as Chairman and (ii) the expiration of the term of the applicable Annual Option. Notwithstanding the foregoing, any outstanding Annual Options shall terminate immediately in the event that your services as Chairman are terminated for Cause. (d) Except as otherwise expressly provided herein, the Option and the RSU shall be on such date as the Board next approves a 409A valuation terms of the Company’s Common Stock applicable equity incentive plan and each option agreement issued in connection with the Options (such documents, together with the equity incentive plan(s) and equity award agreements governing any other stock-based awards held by you, the “ValuationEquity Documents”). The exercise price per share of ) shall apply to the Option Options. (e) With respect to the Options, Cause shall be the fair value defined to mean (as defined under the terms of the PlanA) of such shares as determined by the Valuation. The Company shall use commercially reasonable efforts your continuing failure (except where due to complete the Valuation within two weeks following its next equity financing. The Option and the RSU grant shall be subject physical or mental incapacity) to the terms of the Plan and the applicable form of grant agreement. To the extent permissible under law, the Option shall be an incentive stock option. Subject to substantially perform your continued employment through the applicable vesting dates and the terms and conditions of the Plan and the applicable award agreement, the Option and the RSU shall be subject to the following vesting schedule: 25% of the grant will become vested and exercisable or settled, as applicable, on the 12 month anniversary of the Start Date and the balance will become vested and exercisable or settled, as applicable, in equal monthly installments over the following 36 months.duties

Equity. Subject The Company shall recommend that the Board grant to Executive an option to purchase, pursuant to an option agreement, 400,000 shares of Company Common Stock, (the “Common Stock”) at a price per share equal to the fair market value per share of the Common Stock on the date of grant, as determined by the Board and stockholder approval (the “Initial Option Grant”). The Initial Option Grant is intended to represent approximately 5% of a sufficient increase in the Fully Diluted Shares (as defined below) currently outstanding. For the purposes of this Agreement, “Fully Diluted Shares” shall be calculated by adding (x) the number of outstanding shares of capital stock of the Company, plus (y) the number of shares of Common Stock Company common stock subject to issuance under outstanding options or warrants, plus (z) the number of unallocated shares of Company common stock reserved and authorized for issuance under the Liquidia Technologies, Inc. 2016 Equity Incentive Plan, as may be amended from time pursuant to time by the Company (the “Plan”), Executive shall receive the following grants: (i) an option (the “Option”) to purchase shares of Common Stock equal to 1% of the Company’s issued and outstanding capital stock determined on an option plans, in each case, as converted of the close of the business day preceding the date of determination. Subject to common stockthe vesting acceleration terms described in this Agreement, fully diluted basis twenty-five percent (excluding any shares that have not been granted 25%) of the Initial Option Grant shall vest (or are not subject to outstanding awards under be released from the Company’s equity incentive plansrepurchase right, but including all equity issued in as applicable) one year from the Series D capital round) on Effective Date subject to Executive’s continuing employment with the date Company, and none of grant; and the Initial Option Grant shall vest (ii) a number of Restricted Stock Unit Awards (the “RSU”) (as defined in the Plan) equal to 1% of or be released from the Company’s issued and outstanding capital stock determined on an repurchase right, as converted to common stock, fully diluted basis (excluding any applicable) before such date. The remaining shares that have not been granted or are not subject to outstanding awards under the Initial Option Grant shall vest (or be released from the Company’s equity incentive plansrepurchase right, but including all equity issued as applicable) monthly over the next (36) months in equal monthly amounts subject to Executive’s continuing employment with the Series D capital round) on the date of grantCompany. The date of grant for the Option and the RSU shall be on such date as the Board next approves a 409A valuation Any shares acquired upon exercise of the Company’s Common Stock (the “Valuation”). The exercise price per share of the Initial Option shall be the fair value (as defined under the terms of the Plan) of such shares as determined by the Valuation. The Company shall use commercially reasonable efforts to complete the Valuation within two weeks following its next equity financing. The Option and the RSU grant shall Grant, will be subject to the terms of the Plan and the applicable form of grant agreement. To the extent permissible under law, the Option shall be an incentive stock option. Subject to your continued employment through the applicable vesting dates and the terms and conditions of the Plan Company’s equity incentive plan and option agreement to be entered into between Executive and the applicable award agreementCompany. In addition to the aforementioned Initial Option Grant, as soon as reasonably practicable following the closing of the Company’s next equity financing pursuant to which it raises at least twenty million dollars in gross proceeds, which is expected to be a Series D preferred stock financing (the “Series D Financing”), the Company shall grant to Executive an option to purchase, pursuant to an option agreement subject to an early exercise provision, additional shares of Common Stock at a price per share equal to the fair market value per share of the Common Stock on the date of grant, as determined by the Board (collectively, the “Additional Option Grants”, and together with the RSU Initial Option Grant, the “Option Grants”), which together with the Initial Option Grant shall represent approximately 5% of the Fully Diluted Shares (as defined above) outstanding immediately following the closing of the Series D Financing, provided that Executive is employed by the Company as its Chief Executive Officer on the date of any such grant. Subject to the vesting acceleration terms described in this Agreement, twenty-five percent (25%) of the Additional Option Grants shall vest (or be released from the Company’s repurchase right, as applicable) one year from the Closing of the Series D Financing, subject to Executive’s continuing employment with the Company, and none of the Additional Option Grants shall vest (or be released from the Company’s repurchase right, as applicable) before such date. The remaining shares subject to the Additional Option Grants shall vest (or be released from the Company’s repurchase right, as applicable) monthly over the next thirty-six (36) months in equal monthly amounts subject to Executive’s continuing employment with the Company. Any shares acquired upon exercise of the Additional Option Grants, will be subject to the following vesting schedule: 25% terms and conditions of the equity incentive plan and option agreement(s) to be entered into between Executive and the Company. Subject to any vesting requirements as set forth below (and in the applicable stock option agreements), the Option Grants may be early exercised at any time after the respective grant will become vested and exercisable dates for all or settled, as applicable, on the 12 month anniversary any part of the Start Date and the balance will become vested and exercisable or settled, as applicable, in equal monthly installments over the following 36 monthsshares subject to these Option Grants.

Equity. Subject a. On the Start Date, and subject to Board and stockholder approval of a sufficient increase in the number Compensation Committee of shares of Common Stock reserved and authorized for issuance the Board, the Company will grant you two equity awards under the Liquidia Technologies, Inc. 2016 VirBio’s 2019 Equity Incentive Plan, as may be amended from time to time by the Company (the “Plan”), Executive shall receive the following grants. The equity awards will include: (i1) an option to purchase 1,152,904 shares of VirBio’s common stock (the “Option”) and (2) an award of restricted stock units (“RSUs”, and together with the Option, the “Equity Awards”) with respect to purchase 576,452 shares of Common Stock VirBio’s common stock; provided, however, that in no event will the aggregate grant date fair value of the Equity Awards, determined on a Black Scholes basis in a manner consistent with the assumptions used by the Company in the preparation of its financial statements (the “Award Value”), exceed $45 million. In the event the Award Value would exceed $45 million, the number of Options and RSUs that make up the Equity Awards shall be adjusted so that the Award Value is equal to 1% $45 million. The Option will have an exercise price equal to the fair market value of the CompanyVirBio’s issued and outstanding capital common stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant; grant of the Option and will vest over four (ii4) a number of Restricted Stock Unit Awards (the “RSU”) (as defined in the Plan) equal to 1years, with 25% of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any total number of shares that have not been granted or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) Option vesting on the date first anniversary of grantthe Start Date and the remainder vesting in 36 equal monthly installments thereafter. The date RSUs will vest over four (4) years, with one-quarter of grant for the total number of RSUs vesting on each of the first four anniversaries of the Start Date. The grants will be dependent on your starting employment and vesting of the Option and RSUs will be contingent on your continued service with the RSU shall be on such date as the Board next approves Company and/or a 409A valuation subsidiary of the Company’s Common Stock (the “Valuation”). The exercise price per share of the Option shall be the fair value (as defined under the terms of the Plan) of such shares as determined by the Valuation. The Company shall use commercially reasonable efforts to complete the Valuation within two weeks following its next equity financing. The Option and the RSU grant shall be subject to the terms of the Plan and the applicable form of grant agreement. To the extent permissible under law, the Option shall be an incentive stock option. Subject to your continued employment through the applicable vesting dates date and will be subject to the terms and conditions of the Plan and the applicable equity award agreement, the Option and the RSU . b. You shall be eligible for further equity awards from time to time as determined by the Board in its sole discretion. All equity awards shall be governed in all respects by the terms of the applicable written agreements and plan documents. c. In the event of a Change in Control (as defined in the Plan), all shares, options and other securities subject to unvested Equity Awards (other than the following vesting schedule: 25% portion of such Equity Awards that would otherwise have vested during the grant six-month period after the date of such Change in Control (the “Carved Out Equity”)) that are granted pursuant to Section 7(a) of this Agreement will become fully vested and exercisable and no longer subject to any restrictions or settledforfeiture upon such Change in Control. The Carved Out Equity shall, as applicablesubject to your continued employment with the Company or its successor in such Change in Control, on continue to vest over the 12 month anniversary first six months after the date of the Start Date and Change in Control in accordance with the balance will vesting schedule in effect prior to the Change in Control; provided, that in the event your employment is terminated either by the Company (or its successor) without Cause or by you for Good Reason then all such Carved Out Equity shall immediately become fully vested and exercisable and no longer subject to any restrictions or settledforfeiture. If a termination of employment occurs as specified in the immediately preceding sentence, as applicablethe accelerated vesting of all equity described in this Section would be in addition to your receipt of the other severance benefits under the Company’s Severance Plan. For purposes of clarity, in equal monthly installments over this Section 7(c) shall not apply to any equity awards granted to you following the following 36 monthsgrant of the Equity Awards unless otherwise determined by the Board or the Compensation Committee of the Board.

Equity. Subject In connection with and as an inducement for the commencement of the Executive’s employment, subject to Board and stockholder the approval of the Board or the Compensation Committee of the Board, which such approval shall not be unreasonably withheld, the Executive shall be granted (i) a sufficient increase in non-qualified stock option to purchase 39,200 shares of the Company’s common stock (the “Stock Option Award”) at an exercise price per share equal to the closing price of the Company’s common stock on the Nasdaq Global Select Market on the date of grant (or if no closing market price is reported for such date, the closing market price on the immediately preceding date for which a closing market price is reported), (ii) 19,600 restricted stock units and (iii) restricted stock units with an aggregate grant date fair value of $200,000.00 (collectively, clauses (ii) and (iii), the “RSU Award”). For purposes of clause (iii), the aggregate number of shares of Common Stock reserved and authorized for issuance under the Liquidia Technologies, Inc. 2016 Equity Incentive Plan, as may Company’s common stock subject to the RSU Award will be amended from time to time calculated by dividing $200,000.00 by the Company (closing market price on the “Plan”), Executive shall receive the following grants: (i) an option (the “Option”) to purchase shares Nasdaq Global Select Market of Common Stock equal to 1% a share of the Company’s issued common stock on the effective date of grant (or if no closing market price is reported for such date, the closing market price on the immediately preceding date for which a closing market price is reported), rounded down to the nearest whole share. Subject to the approval by the Board or the Compensation Committee of the Board, which such approval shall not be unreasonably withheld, the date of grant for the Stock Option Award and outstanding capital RSU Award is anticipated to be the first day of the month after the Start Date. Each restricted stock determined unit will entitle the Executive to one share of the Company’s common stock if and when the restricted stock unit vests. The Stock Option Award will vest with respect to 25% of the shares of Company common stock underlying the Stock Option Award on an as converted to the first anniversary of the date of grant (the “Vesting Commencement Date”), and the remaining 75% of the shares of Company common stockstock underlying the Stock Option Award shall vest in 36 equal monthly installments following the Vesting Commencement Date, fully diluted basis (excluding any shares that have not been granted or are not subject to outstanding the Executive’s continued employment with the Company through each applicable vesting date. The RSU Award shall vest in four equal annual installments beginning on the Vesting Commencement Date, subject to the Executive’s continued employment with the Company through each applicable vesting date or as set forth in Section 5(a)(iii) of this Agreement. The Stock Option Award and the RSU Award will each be subject to all terms and conditions and other provisions set forth in the Company’s 2020 Inducement Plan (as amended and/or restated from time to time) and a separate agreement for the Stock Option Award and for the RSU Award, which the Executive will be required to sign as a condition to receiving the Stock Option Award and RSU Award (collectively the “Equity Documents”). The Executive may also be eligible to receive future equity awards under the Company’s 2015 Stock Option and Incentive Plan (as amended and/or restated from time to time) or such other equity incentive plansplan as then in effect, but including all equity issued in the Series D capital round) on the date of grant; and (ii) a number of Restricted Stock Unit Awards (the “RSU”) (as defined in the Plan) equal to 1% sole discretion of the Company’s issued and outstanding capital stock determined on an as converted to common stock, fully diluted basis (excluding any shares that have not been granted Board or are not subject to outstanding awards under the Company’s equity incentive plans, but including all equity issued in the Series D capital round) on the date of grant. The date of grant for the Option and the RSU shall be on such date as the Board next approves a 409A valuation Compensation Committee of the Company’s Common Stock (the “Valuation”). The exercise price per share of the Option shall be the fair value (as defined under the terms of the Plan) of such shares as determined by the Valuation. The Company shall use commercially reasonable efforts to complete the Valuation within two weeks following its next equity financing. The Option and the RSU grant shall be subject to the terms of the Plan and the applicable form of grant agreement. To the extent permissible under law, the Option shall be an incentive stock option. Subject to your continued employment through the applicable vesting dates and the terms and conditions of the Plan and the applicable award agreement, the Option and the RSU shall be subject to the following vesting schedule: 25% of the grant will become vested and exercisable or settled, as applicable, on the 12 month anniversary of the Start Date and the balance will become vested and exercisable or settled, as applicable, in equal monthly installments over the following 36 monthsBoard.