LIMITED WAIVER AND MODIFICATION TO AGREEMENT AND PLAN OF MERGERLimited Waiver and Modification • August 5th, 2020 • Liquidia Corp
THIS LIMITED WAIVER AND MODIFICATION AGREEMENT (this “Agreement”), dated as of August 3, 2020, to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 29, 2020, by and among Liquidia Technologies, Inc., a Delaware corporation (“Liquidia”), RareGen, LLC, a Delaware limited liability company (“RareGen”), Liquidia Corporation, a newly-formed Delaware corporation and direct wholly owned subsidiary of Liquidia (“HoldCo”), Gemini Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of HoldCo (“Liquidia Merger Sub”), Gemini Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of HoldCo (“RareGen Merger Sub”), and PBM RG Holdings, LLC, a Delaware limited liability company (the “Members’ Representative”), solely in its capacity as the Members’ Representative, waives and modifies certain provisions (specified below) of the Merger Agreement pursuant to Section 8.4 of the Merger Agreement. Capitaliz
