Exhibit 10.2


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (this “Agreement”) is made as of [________] [__], 202[_], by and between Liquidia
Corporation, a Delaware corporation (the “Corporation”), and [__________] (“Indemnitee”).
Capitalized terms used, but not otherwise defined herein, shall have the meanings set forth in Section 1.


 


RECITALS


 


A.            Highly
competent and qualified persons have become more reluctant to serve corporations as directors, officers or in other capacities
unless they are provided with adequate protection through insurance coverage or adequate indemnification against risks of claims
and actions against them arising out of their service to and activities on behalf of the corporation.


 


B.            The
board of directors of the Corporation (the “Board”) has determined that, in order to attract and retain competent
and qualified individuals, the Corporation will seek to maintain on an ongoing basis, at its sole expense, directors’ and
officers’ liability insurance to protect persons serving the Corporation and its subsidiaries from certain liabilities.
However, as a result of changes in the marketplace for insurance it has become increasingly difficult to obtain directors’
and officers’ liability insurance on terms providing reasonable protection at reasonable cost. The uncertainties relating
to directors’ and officers’ liability insurance have increased the difficulty of attracting and retaining such persons.


 


C.            The
Board has determined that the potential inability to attract and retain highly competent and qualified persons to serve the Corporation
would be detrimental to the best interests of the Corporation and its stockholders and that the Corporation should act to assure
such persons that there will be increased certainty of adequate protection against risks of claims and actions against them arising
out of their service to and activities on behalf of the Corporation in the future.


 


D.            The
Board has determined that it is reasonable, prudent and necessary for the Corporation to contractually obligate itself to indemnify,
and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or
continue to serve the Corporation free from undue concern that they will not be so indemnified.


 


E.            Indemnitee
has agreed to serve the Corporation in an officer and/or director capacity provided that Indemnitee is provided the protections
available under this Agreement, the Corporation’s Amended and Restated Certificate of Incorporation (as amended, modified,
supplemented, restated or amended and restated from time to time, the “Certificate of Incorporation”), the
Corporation’s Amended and Restated Bylaws (as amended and/or restated from time to time, the “Bylaws”)
and directors’ and officers’ liability insurance coverage that is adequate in the present circumstances.


 


F.            This
Agreement is a supplement to and in furtherance of any protections provided by the Certificate of Incorporation, the Bylaws and
any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights
of Indemnitee thereunder. In addition, Indemnitee will be entitled to indemnification pursuant to the Delaware General Corporation
Law.


 


NOW
THEREFORE, in consideration of the foregoing and the covenants, promises and representations set forth herein, and for other good
and valuable consideration, including Indemnitee’s agreement to serve as a director and/or officer of the Corporation after
the date hereof, and intending to be legally bound hereby, the parties hereto agree as follows:


 






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1.            Certain
Definitions for Purposes of this Agreement. The following terms as used in this Agreement shall have the meanings set forth
below.


  


(a)            “Change
in Control” means:


 


(i)            merger,
consolidation or reorganization approved by the Corporation’s stockholders, unless securities representing more than 50
percent of the total and combined voting power of the outstanding voting securities of the successor corporation are immediately
thereafter beneficially owned, directly or indirectly, by the persons who beneficially owned the Corporation’s outstanding
voting securities immediately prior to such transaction;


 


(ii)            The
sale, transfer or other disposition of all or substantially all of the Corporation’s assets as an entirety or substantially
as an entirety, occurring within a 12-month period, and representing, at a minimum, not less than 50 percent of the total gross
fair market value of all assets of the Corporation, to any person, entity, or group of persons acting in consort, other than a
sale, transfer or disposition to: (A) a stockholder of the Corporation in exchange for or with respect to its stock; (B) an
entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Corporation; (C) a
person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or
voting power of the outstanding stock of the Corporation; or (D) an entity, at least 50 percent of the total value or voting
power of which is owned by a person described in (C); or


 


(iii)            Any
transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group”
within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (other than the Corporation
or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled
by or is under common control with, the Corporation) becomes directly or indirectly the beneficial owner (within the meaning of
Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing (or convertible into or exercisable
for securities possessing) more than 50 percent of the total combined voting power of the Corporation’s securities outstanding
immediately after the consummation of such transaction or series of related transactions, whether such transaction involves a
direct issuance from the Corporation or the acquisition of outstanding securities held by one or more of the Corporation’s
stockholders; or


 


(iv)            A
change in the composition of the Board over a period of 12 consecutive months or less such that a majority of the Board members
ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals whose election is endorsed
by a majority of the members of the Board immediately before the date of election.


 


A
transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Corporation’s incorporation
or to create a holding company that will be owned in the same proportions by the persons who held the Corporation’s securities
immediately before such transaction.


 


(b)            “Corporation”
includes any domestic or foreign predecessor entity of the Corporation in a merger or other transaction in which the predecessor’s
existence ceased on consummation of the transaction.


 


(c)            “Director”
means an individual who is or was a director of the Corporation or an individual who, while a director of the Corporation, is
or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other entity.
A Director is considered to be serving an employee benefit plan at the Corporation’s request if that Director’s duties
to the Corporation also impose duties on, or otherwise involve services by, him or her to the plan or to participants in or beneficiaries
of the plan.


 






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(d)            “Disinterested
Director” or “Disinterested Officer” means a Director or Officer, respectively, who at the time of a vote or
selection referred to in Section 4(b) or 5(c) is not a party to the Proceeding.


 


(e)            “Enterprise”
means (i) the Corporation, (ii) any other corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise that is an affiliate or wholly or partially owned subsidiary of the Corporation and of which Indemnitee is or was serving
as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary, and (iii) any other corporation,
partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is
or was serving at the express written request of the Corporation as a director, trustee, general partner, managing member, officer,
employee, agent or fiduciary.


 


(f)            “Expenses”
includes all reasonable counsel fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include Expenses incurred
in connection with any appeal resulting from any Proceeding, including the premium, security for, and other costs relating to
any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in
settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(g)            “Independent
Legal Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither
presently is, nor in the past five years has been, retained to represent: (i) the Corporation, (ii) Indemnitee, (iii) any
affiliate of the Corporation or Indemnitee, (iv) any member of Indemnitee’s immediate family, (v) any company
of which Indemnitee is an executive officer, in each case in any matter material to such party, or (vi) any other party to
the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Legal Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing,
would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement.


 


(h)            “Liability”
includes the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee
benefit plan), or reasonable Expenses actually incurred with respect to a Proceeding.


 


(i)            “Officer”
means an individual who is or was an officer of the Corporation or an individual who, while an officer of the Corporation, is
or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other entity.
An Officer is considered to be serving an employee benefit plan at the Corporation’s request if that Officer’s duties
to the Corporation also impose duties on, or otherwise involve services by, him or her to the plan or to participants in or beneficiaries
of the plan.


 


(j)            “Proceeding”
includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of
the Corporation or other Enterprise or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee
was, is or will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was an officer or director of
the Corporation, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as an
officer or director of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation
as a director, officer, employee, agent or fiduciary of another Enterprise; in each case whether or not Indemnitee is acting or
serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under
this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by Indemnitee pursuant
to this Agreement to enforce Indemnitee’s rights under this Agreement.


 






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(k)            “Reviewing
Party” shall mean the person or persons making the entitlement determination pursuant to Section 5 of this Agreement,
and shall not include a court making any determination under this Agreement or otherwise.


 


2.            Basic
Indemnification Arrangement.


 


(a)            Obligation
to Indemnify; Standard of Conduct. Except as provided in Sections 2(e), 2(f), 2(g) or 7 below, the Corporation shall
indemnify Indemnitee and hold harmless Indemnitee, to the fullest extent authorized or permitted by applicable law, in the event
Indemnitee is made a party to a Proceeding because he or she is or was a Director or Officer, against Liability incurred in the
Proceeding if:


 


(1)            Indemnitee
conducted himself or herself in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Corporation; and


 


(2)            in
the case of any criminal Proceeding, Indemnitee had no reasonable cause to believe his or her conduct was unlawful.


 


(b)            Service
with Respect to Employee Benefit Plan. Indemnitee’s conduct with respect to an employee benefit plan for a purpose he
or she believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies
the requirement of Section 2(a)(1).


 


(c)            Reliance
as Safe Harbor. For purposes of any determination hereunder, Indemnitee shall be deemed to have acted in good faith and
in a manner reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal
Proceeding, to have had no reasonable cause to believe Indemnitee’s conduct was unlawful, if Indemnitee’s conduct
was based primarily on: (i) the records or books of account of the Corporation or relevant entity, including financial statements,
(ii) information supplied to Indemnitee by the officers of the Corporation or relevant entity in the course of their duties,
(iii) the advice of legal counsel for the Corporation or relevant entity, or (iv) information or records given or reports
made to the Corporation or relevant entity by an independent certified public accountant, or by an appraiser or other expert selected
with reasonable care by the Corporation or relevant entity. The provisions of this Section 2(c) shall not be deemed
to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the relevant standard
of conduct set forth in this Agreement.


 


(d)            Termination
of Proceeding Not Determinative. The termination of a Proceeding by judgment, order, settlement, or conviction, or upon a
plea of nolo contendere or its equivalent shall not, of itself, create a presumption or be determinative that Indemnitee is not
entitled to indemnification or reimbursement of Expenses hereunder or otherwise.


 


(e)            Limits
on Indemnification. Unless, and then only to the extent that, a court of competent jurisdiction acting pursuant to Section 6
of this Agreement or the Delaware General Corporation Law, determines that, in view of the circumstances of the case, Indemnitee
is fairly and reasonably entitled to indemnification, the Corporation shall not indemnify Indemnitee under this Agreement:


 






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(1)            in
connection with a Proceeding by or in the right of the Corporation, except for reasonable Expenses (including an excise tax assessed
with respect to an employee benefit plan) and amounts paid in settlement not exceeding, in the judgment of the Board, the estimated
expense of litigating the Proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement
of the Proceeding, including any appeal thereof; or


 


(2)            in
connection with a Proceeding by or in the right of the Corporation with respect to any claim, issue or matter as to which Indemnitee
shall have been adjudged liable to the Corporation.


 


(f)            Proceeding
Brought by Indemnitee. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification
or advancement of Expenses under this Agreement with respect to any Proceeding or claim brought or made by Indemnitee against
the Corporation or its Directors, Officers, employees or other indemnitees, other than (i) a Proceeding or claim seeking
or defending Indemnitee’s right to indemnification or advancement of Expenses pursuant to Section 6 of this Agreement
or otherwise, or (ii) a Proceeding authorized by the Board prior to its initiation.


 


(g)            Settlements.
The Corporation acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a
party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is
a party is resolved in any manner other than by adverse judgment against Indemnitee (including settlement of such Proceeding with
or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or
otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion
by clear and convincing evidence.


 


(h)            Mandatory
Indemnification. The Corporation shall indemnify Indemnitee to the extent that he or she has been successful, on the merits
or otherwise, in the defense of any Proceeding to which Indemnitee was a party, or in defense of any claim, issue or matter, because
Indemnitee is or was a Director or Officer, against reasonable Expenses incurred by Indemnitee in connection with the Proceeding.


 


3.            Contribution.


 


(a)            Whether
or not the indemnification provided hereunder is available, in respect of any Proceeding in which the Corporation is jointly liable
with Indemnitee (or would be if joined in such Proceeding), the Corporation shall pay the entire amount of any Expenses, judgments,
penalties, fines or amounts paid or to be paid in settlement of such Proceeding without requiring Indemnitee to contribute to
such payment and the Corporation hereby waives and relinquishes any right of contribution it may have against Indemnitee. The
Corporation shall not enter into any settlement of any Proceeding in which the Corporation is jointly liable with Indemnitee (or
would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against
Indemnitee without any injunction or other equitable relief being imposed against Indemnitee.


 


(b)            Without
diminishing or impairing the obligations of the Corporation set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Corporation
is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Corporation shall contribute to the amount of
Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee
in proportion to the relative benefits received by the Corporation and all officers, directors or employees of the Corporation,
other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and
Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined
on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative
fault of the Corporation and all officers, directors or employees of the Corporation other than Indemnitee who are jointly liable
with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection
with the events that resulted in such Expenses, judgments, penalties, fines or settlement amounts, as well as any other equitable
considerations which the Delaware General Corporation Law may require to be considered. The relative fault of the Corporation
and all officers, directors or employees of the Corporation, other than Indemnitee, who are jointly liable with Indemnitee (or
would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to,
among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree
to which their liability is primary or secondary and the degree to which their conduct is active or passive.


 






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(c)            The
Corporation hereby agrees to indemnify and hold harmless Indemnitee from any claims of contribution which may be brought by officers,
directors or employees of the Corporation, other than Indemnitee, who may be jointly liable with Indemnitee.


 


4.            Advances
for Expenses.


 


(a)            Obligations
and Requirements. The Corporation shall advance, to the extent not prohibited by applicable law, the Expenses incurred by
or on behalf of Indemnitee in connection with any Proceeding, and such advancement shall be made within thirty (30) days after
the receipt by the Corporation of any statement requesting such advances (which shall include invoices received by Indemnitee
in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work
performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included
with the invoice) from time to time, whether prior to or after final disposition of any Proceeding. Any such statement shall reasonably
evidence the Expenses incurred by Indemnitee. Advances shall be unsecured and interest free. Advances shall be made without regard
to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification
under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action
to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Corporation to support
the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to the Corporation of this Agreement,
subject to the condition that if and to the extent that it is ultimately determined by a court of competent jurisdiction in a
final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Corporation, Indemnitee shall
undertake to the fullest extent permitted by law to repay the advance. Such undertaking shall be an unlimited general obligation
of Indemnitee but need not be secured and shall be accepted without reference to Indemnitee’s financial ability to make
repayment. The right to advances under this Section 4 shall in all events continue until final disposition of any Proceeding,
including any appeal thereof.


 


(b)            Evaluation
of Reasonableness of Expenses. Evaluation as to reasonableness of Expenses of Indemnitee in the specific case shall be made
in the same manner as the determination that indemnification is permissible, as described in Section 5 below, except that
if the determination is made by Independent Legal Counsel, evaluation as to reasonableness of Expenses shall be made by those
entitled under Section 5(c)(3) to select Independent Legal Counsel. Notwithstanding the foregoing sentence, any Expenses
claimed by Indemnitee shall be deemed reasonable if the Reviewing Party fails to make the reasonableness evaluation within thirty
(30) days following the Corporation’s receipt of invoices for specific Expenses to be reimbursed or advanced.


 






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5.            Authorization
of and Determination of Entitlement to Indemnification.


  


(a)            Entitlement
Determination. The Corporation and Indemnitee acknowledge that indemnification of Indemnitee under Section 2 of this
Agreement has been pre-authorized by the Corporation as permitted by the Delaware General Corporation Law. Nevertheless, the Corporation
shall not indemnify Indemnitee under Section 2 unless a separate determination has been made in the specific case that indemnification
of Indemnitee is permissible in the circumstances because Indemnitee has met the relevant standard of conduct set forth in Section 2(a);
provided, however, that: (i) no such entitlement decision need be made prior to the advancement of Expenses; and (ii) regardless
of the result or absence of any such determination, the Corporation shall make any indemnification mandated by Section 2(h) above.


 


(b)            To
obtain indemnification (including advancement of Expenses) under this Agreement, Indemnitee shall submit to the Corporation
a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee
and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of
the Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee
has requested indemnification.


 


(c)            Reviewing
Party. The determination referred to in Section 5(a) shall be made, at the election of the Board, by any of the
following Reviewing Parties (unless a Change in Control shall have occurred after Indemnitee first began serving as a Director
or Officer, in which case Indemnitee shall be entitled to designate that the determination shall be made by Independent Legal
Counsel selected in the manner set forth in Section 5(d) below):


 


(1)            by
the Board by a majority vote of a quorum consisting of Disinterested Directors; or


 


(2)            by
a majority vote of a committee duly designated by the Board (in which designation directors who do not qualify as Disinterested
Directors may participate) consisting solely of two or more Disinterested Directors; or


 


(3)            by
Independent Legal Counsel: (A) Selected in the manner prescribed in paragraph (1) or (2) of this Section 5(c);
or (B) if a quorum of Directors cannot be obtained for purposes of paragraph (1) and the committee cannot be designated
under paragraph (2), selected by a majority vote of the full Board (in which selected directors who do not qualify as Disinterested
Directors may participate); or


 


(4)            by
the stockholders of the Corporation, by a majority vote of a quorum consisting of stockholders who were not Parties to that Proceeding
or, if no such quorum is obtainable, by a majority vote of stockholders who were not Parties to that Proceeding.


 






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(d)            Selection
of Counsel after Change in Control. If a Change in Control shall have occurred, Independent Legal Counsel shall be selected
by Indemnitee (unless Indemnitee requests that the selection be made in the manner described in Section 5(c)(3)), and Indemnitee
shall give written notice to the Corporation advising it of the identity of the Independent Legal Counsel so selected. In either
event, Indemnitee or the Corporation, as the case may be, may, within fifteen (15) days after the written notice of selection
has been given, deliver to the Corporation or to Indemnitee, as the case may be, a written objection to the selection; provided,
however, that the objection may be asserted only on the ground that the counsel so selected does not meet the requirements of
 “Independent Legal Counsel” as defined in Section 1 of this Agreement. The objection shall set forth with particularity
the factual basis of the assertion. If a written objection is made and substantiated, the counsel selected may not serve as Independent
Legal Counsel unless and until the objection is withdrawn or a court has determined that the objection is without merit. If, within
fifteen (15) days after submission by Indemnitee of a written request for indemnification, no Independent Legal Counsel shall
have been selected and not objected to, either the Corporation or Indemnitee may petition the court conducting the Proceeding,
or another court of competent jurisdiction, for resolution of any objection that shall have been made by the Corporation or Indemnitee
to the other’s selection of Independent Legal Counsel and/or for the appointment as Independent Legal Counsel of a person
selected by the court or by another person that the court shall designate, and the person with respect to whom all objections
are so resolved or the person so appointed shall act as Independent Legal Counsel under Section 5(c).


 


(e)            Cooperation
by Indemnitee. Indemnitee shall cooperate with the Reviewing Party with respect to its determination of Indemnitee’s
entitlement to indemnification, including providing to the Reviewing Party on reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to the determination. Any Expenses incurred by Indemnitee in so cooperating with the Reviewing Party shall
be borne by the Corporation, regardless of the determination as to Indemnitee’s entitlement to indemnification.


 


(f)            If
the Reviewing Party shall not have made a determination within sixty (60) days after receipt by the Corporation of the request
therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall
be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material
fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification,
or (ii) a prohibition of such indemnification under applicable law; provided, however, that (x) such 60-day period may
be extended for a reasonable time, not to exceed an additional thirty (30) days, if the Reviewing Party in good faith requires
such additional time to obtain or evaluate documentation and/or information relating thereto; and (y) that the foregoing
provisions of this Section 5(f) shall not apply if the determination of entitlement to indemnification is to be made
by the stockholders pursuant to Section 5(c)(4) and if (A) within fifteen (15) days after receipt by the Corporation
of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination
to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt
and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after
such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after
having been so called and such determination is made thereat.


 


(g)          Other.


 


(i)            In
making a determination with respect to entitlement to indemnification hereunder, the Reviewing Party shall presume that Indemnitee
is entitled to indemnification under this Agreement, and anyone seeking to overcome this presumption shall have the burden of
proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Corporation (including by its
directors or Independent Legal Counsel) to have made a determination prior to the commencement of any action pursuant to this
Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor
an actual determination by the Corporation (including by its directors or Independent Legal Counsel) that Indemnitee has not met
such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(ii)            The
Reviewing Party, however chosen, shall make the requested determination as promptly as reasonably practicable after a request
for indemnification is presented.


 






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(iii)            Any
determination by Independent Legal Counsel under this Section 5 shall be delivered in the form of a written opinion to the
Board with a copy to Indemnitee.


 


(iv)            The
Corporation shall pay any and all reasonable fees and expenses of Independent Legal Counsel incurred by the counsel in connection
with acting pursuant to this Section 5, and the Corporation shall pay all reasonable fees and expenses incident to the procedures
of this Section 5, regardless of the manner in which such Independent Legal Counsel was selected or appointed.


 


(v)            On
the due commencement of any action to seek court-ordered indemnification pursuant to Section 6 of this Agreement, Independent
Legal Counsel shall be discharged and relieved of any further responsibility in that capacity, subject to the applicable standards
of professional conduct then prevailing.


 


6.            Court-Ordered
Indemnification and Advances for Expenses.


 


(a)            Procedure.
If Indemnitee is a party to a Proceeding, he or she may apply for indemnification or for advances for Expenses to the court conducting
the Proceeding or to another court of competent jurisdiction. For purposes of this Agreement, the Corporation consents to personal
jurisdiction and venue in any court in which is pending a Proceeding to which Indemnitee is a party. Regardless of any determination
by the Reviewing Party that Indemnitee is not entitled to indemnification or to advancement of Expenses or as to the reasonableness
of Expenses, and regardless of any failure by the Reviewing Party to make a determination as to the entitlement or the reasonableness
of Expenses, the court’s review shall be a de novo review. After receipt of an application and after giving any notice it
considers necessary, the court may:


 


(1)            order
indemnification or the advance for Expenses if it determines that Indemnitee is entitled to indemnification or to advance for
Expenses under this Agreement, the Delaware General Corporation Law or otherwise; or


 


(2)            order
indemnification or the advance for Expenses if it determines that, in view of all the relevant circumstances, it is fair and reasonable
to indemnify Indemnitee, or to advance Expenses to Indemnitee, regardless of whether Indemnitee has met the relevant standard
of conduct, complied with the requirements for advancement of Expenses, or been adjudged liable in a Proceeding referred to in
Section 2(e) above (in which case any court-ordered indemnification need not be limited to Expenses incurred by Indemnitee,
but may include penalties, fines, amounts paid in settlement, judgments and any other amounts ordered by the court to be indemnified
or advanced).


 


(b)            Payment
of Expenses to Seek Court-Ordered Indemnification. If the court determines that Indemnitee is entitled to indemnification
or to advance for Expenses, the Corporation shall pay Indemnitee’s reasonable Expenses to obtain the court-ordered indemnification
or advance for Expenses.


 


7.            Limitations
on Indemnification. Regardless of whether Indemnitee has met the relevant standard of conduct set forth in Section 2(a),
nothing in this Agreement shall require or permit indemnification of Indemnitee for any Liability or Expenses incurred in a Proceeding
in which a judgment or other final adjudication establishes that Indemnitee’s actions or omissions to act were material
to the cause of action so adjudicated and constitute:


 


(a)            a
violation of criminal law, unless Indemnitee had reasonable cause to believe his or her conduct was lawful or had no reasonable
cause to believe his or her conduct was unlawful;


 


(b)            a
transaction from which Indemnitee derived an improper personal benefit, including, without limitation, any benefits received through
the purchase and sale by Indemnitee of securities of the Corporation within the meaning of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or


 






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(c)            willful
misconduct or a conscious disregard for the best interests of the Corporation in a Proceeding by or in the right of the Corporation
to procure a judgment in its favor or in a Proceeding by or in the right of a stockholder of the Corporation.


 


8.            Exclusive
Forum. The Corporation and Indemnitee acknowledge and agree that the sole and exclusive forum for any cause of action brought
by the Corporation or Indemnitee arising under this Agreement shall be the United States District Court for the District of Delaware,
if a basis for federal court jurisdiction is present, or otherwise, at the Delaware Court of Chancery, and the Corporation and
Indemnitee each hereby submit to the personal jurisdiction of such court(s).


 


9.            Vested
Rights; Specific Performance. No amendment to the Certificate of Incorporation or Bylaws of the Corporation or any other corporate
action shall in any way limit Indemnitee’s rights under this Agreement. In any Proceeding brought by or on behalf of Indemnitee
to specifically enforce the provisions of this Agreement, the Corporation waives the claim or defense in that Proceeding that
the plaintiff or claimant has an adequate remedy at law, and the Corporation shall not urge in any such Proceeding the claim or
defense that an adequate remedy at law exists. The provisions of this Section 9, however, shall not prevent Indemnitee from
seeking a remedy at law in connection with any breach of this Agreement.


 


10.            Liability
Insurance. To the extent the Corporation maintains an insurance policy or policies providing directors’ or officers’
liability insurance, Indemnitee shall be covered by that policy or those policies, in accordance with its or their terms,
to the maximum extent of the coverage provided under that policy or those policies in effect for any other Director or Officer
of the Corporation, as the case may be.


 


11.            Witness
Fees. Notwithstanding any other provision in this Agreement, to the extent that Indemnitee is made a witness in any Proceeding
to which Indemnitee is not a party, because he or she is or was a Director or Officer, the Corporation shall indemnify and hold
harmless Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
therewith.


 


12.            Security
for Indemnification Obligations. The Corporation may at any time and in any manner, at the discretion of the Board, secure
the Corporation’s obligations to indemnify or advance Expenses to Indemnitee pursuant to this Agreement.


 


13.            Non-exclusivity,
No Duplication of Payments. The rights of Indemnitee under this Agreement shall be in addition to any other rights with respect
to indemnification, advancement of Expenses or otherwise that Indemnitee may have under the Certificate of Incorporation or Bylaws,
the Delaware General Corporation Law or otherwise; provided, however, that the Corporation shall not be liable under this Agreement
to make any payment to Indemnitee under this Agreement to the extent Indemnitee has otherwise actually received payment (under
any insurance policy, provision of the Certificate of Incorporation or Bylaws, or otherwise) of the amounts otherwise payable
under this Agreement. The Corporation’s obligation to indemnify or advance expenses under this Agreement to Indemnitee who
is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of any other entity
shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from that other
entity.


 






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14.            Amendments.
To the extent that the provisions of this Agreement are held to be inconsistent with the provisions of the Delaware General Corporation
Law, the provisions of that statute shall govern. To the extent that the Delaware General Corporation Law is later amended to
permit a Delaware corporation, without the need for stockholder approval, to provide to its directors greater rights to indemnification
or advancement of Expenses than those specifically set forth here, this Agreement shall be deemed amended to require the greater
indemnification or more liberal advancement of Expenses to Indemnitee, in each case consistent with the Delaware General Corporation
Law as so amended from time to time. Otherwise, no supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by the Corporation and Indemnitee.


  


15.            Subrogation.
In the event of payment under this Agreement, the Corporation shall be subrogated to the extent of that payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure
those rights, including the execution of documents necessary to enable the Corporation effectively to bring suit to enforce those
rights; provided, however, that any rights of recovery of Indemnitee pursuant to any liability insurance policy separately paid
for by Indemnitee shall not be subject to subrogation under this Section 15 except that any amounts recovered under such
policy shall be subject to Section 13 hereof.


 


16.            Waiver.
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this
Agreement (whether or not similar) nor shall such a waiver constitute a continuing waiver.


 


17.            Binding
Effect, Etc. This Agreement shall be binding on and inure to the benefit of and be enforceable by the parties to this Agreement
and their respective successors or assigns (including any direct or indirect successor or assign by purchase, merger, consolidation
or otherwise to all or substantially all of the business and/or assets of the Corporation), spouses, heirs, and personal and legal
representatives.


 


18.            Applicability
of Agreement. This Agreement shall apply retroactively with respect to acts or omissions of Indemnitee occurring since the
date that Indemnitee first became a Director or Officer, and this Agreement shall continue in effect regardless of whether Indemnitee
continues to serve as a Director or Officer, but only in respect of acts or omissions occurring prior to the termination of Indemnitee’s
service as a Director or Officer.


 


19.            Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever:


 


(a)            the
validity, legality, and enforceability of the remaining provisions of this Agreement (including without limitation, each portion
of any Section of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that is not
itself invalid, illegal, or unenforceable) shall not in any way be affected or impaired by it;


 


(b)            the
provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum
effect to the intent of the parties to this Agreement; and


 


(c)            to
the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of
this Agreement containing any provision held to be invalid, illegal, or unenforceable, that is not itself invalid, illegal, or
unenforceable) shall be construed so as to give effect to the intent manifested by it.


 


20.            Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable
to contracts made and to be performed in Delaware without giving effect to the principles of conflicts of laws.


 






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21.            Headings.
The headings of the Sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction of this Agreement.


 


22.            Inducement.
The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it
under this Agreement in order to induce Indemnitee to serve or continue to serve as a Director and/or Officer, and the Corporation
acknowledges that Indemnitee is relying on this Agreement in serving as a director, officer, employee or agent of the Corporation
or, at the request of the Corporation, as a director, officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other entity.


 


23.            Notice
by Indemnitee. Indemnitee agrees promptly to notify the Corporation in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification
or advancement of Expenses covered under this Agreement. The failure of Indemnitee so to notify the Corporation shall not relieve
the Corporation of any obligation that it may have to Indemnitee under this Agreement or otherwise.


 


24.            Notices.
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have
been duly given if: (i) delivered by hand and receipted for by the party to whom the notice or other communication shall
have been directed; or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after
the date on which it is so mailed if to the Corporation, to the principal office address of the Corporation, or if to Indemnitee,
to the address of Indemnitee last on file with the Corporation, or to any other address that may have been furnished to Indemnitee
by the Corporation or to the Corporation by Indemnitee, as the case may be.


 


[Signature page follows.]


 






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The
parties hereto have entered into this Agreement effective as of the date first above written.


 


	 	The Corporation:
	 	 
	 	LIQUIDIA CORPORATION
	 	 
	 	 





	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	 








	 	Indemnitee:
	 	 
	 	 
	 	 
	 	[____________________]
	 	 
	 	Address:                                                               
	 	                                                                             







 


[Signature Page to Liquidia Corporation
Indemnification Agreement]