First Amendment to Amended and Restated Executive Employment Agreement, dated as of March 8, 2019, by and between Liquidia Technologies, Inc. and Timothy Albury

lump sum within thirty (30) days after the end of Term (the “Bonus”).  In the event that Executive’s employment is terminated by the Company during the Term for any reason other than poor performance, then Executive shall be entitled to the Bonus, subject to Executive’s compliance with the obligations in Section 6.1(c) of the Employment Agreement, which will be payable in a lump sum by the Company within thirty (30) days after the Release Effective Date.

4.                                      Accelerated Vesting of Equity.  On March 7, 2018, Executive was granted an option (the “Option”) to purchase 30,545 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), pursuant to the Liquidia Technologies, Inc. 2016 Equity Incentive Plan, as may be amended from time to time by the Company (the “Plan”) and the related grant agreement.  If Executive remains employed with the Company in good standing and satisfactorily performs the role of Interim Chief Financial Officer, then the vesting of the remaining 22,909 shares of the Company’s Common Stock subject to the Option shall accelerate and become vested and exercisable as of the end of the Term.  In the event that Executive’s employment is terminated by the Company during the Term for any reason other than poor performance, then Executive shall be entitled to the accelerated vesting described in the immediately preceding sentence, subject to Executive’s compliance with the obligations in Section 6.1(c) of the Employment Agreement.

5.                                      No Other Amendments.  Except as herein modified or amended, no other term or provision of the Employment Agreement is amended or modified in any respect.  The Employment Agreement and this Amendment set forth the entire understanding between the Parties with regard to the subject matter hereof and supersedes any prior oral discussions or written communications and agreements.  This Amendment cannot be modified or amended except in writing signed by the Executive and an authorized officer of the Company.

6.                                      Effect of Amendment.  Except as amended hereby, all other terms and provisions of the Agreement shall remain in full force and effect.

7.                                      Governing Law; Mandatory Mediation; Jurisdiction.  This Amendment in all respects shall be governed by and interpreted in accordance with the laws of the State of North Carolina, both procedural and substantive, without regard to conflicts of law, except to the extent that federal laws and regulations preempt otherwise applicable law, and shall be subject to the mandatory mediation and venue provisions set forth in Section 7.10 and Section 7.11 in the Employment Agreement.

8.                                      Counterparts.  This Amendment may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.  The Parties further agree that facsimile or .pdf signatures shall be treated as originals.

9.                                      Definitions.  Defined terms used but not defined herein shall have the meanings set forth in the Agreement.

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IN WITNESS WHEREOF, the parties have executed this First Amendment to Amended and Restated Executive Employment Agreement on the day and year first written above.

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