Support AgreementSupport Agreement • August 5th, 2020 • Liquidia Corp • Delaware
THIS SUPPORT AGREEMENT is entered into as of June 29, 2020 (this “Agreement”), by and among RareGen, LLC, a Delaware limited liability company (“RareGen”), Liquidia Technologies, Inc., a Delaware corporation (“Liquidia”), the undersigned stockholder of Liquidia (“Stockholder”) and Liquidia Corporation, a newly-formed Delaware corporation and wholly-owned subsidiary of Liquidia (“HoldCo”). For purposes of this Agreement, terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as hereinafter defined).
COOPERATION AGREEMENTCooperation Agreement • August 5th, 2020 • Liquidia Corp • Delaware
This Cooperation Agreement, dated as of June 29, 2020 (this “Agreement”), is by and among Liquidia Corporation, a Delaware corporation (the “Company”), Liquidia Technologies, Inc., a Delaware corporation (“Liquidia”), and each of PD Joint Holdings, LLC Series 2016-A and PBM Capital Finance, LLC (together, the “New Company Investor”).
LITIGATION FUNDING AND INDEMNIFICATION agreementLitigation Funding and Indemnification Agreement • August 5th, 2020 • Liquidia Corp • Delaware
This Litigation Funding and Indemnification Agreement, dated as of ____, 2020, is by and between PBM RG Holdings, LLC, a Delaware limited liability company (“Holdings”), and RareGen, LLC, a Delaware limited liability company (“RareGen,” and together with Holdings, the “Parties”).
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
JOINT DEVELOPMENT AGREEMENTJoint Development Agreement • August 5th, 2020 • Liquidia Corp • Delaware
THIS JOINT DEVELOPMENT AGREEMENT (this “Agreement”) is made as of the 3rd day of May 2019 by and between RAREGEN, LLC (“RareGen”) and Carelife USA Inc. (“Manufacturer” and, collectively with RareGen, the “Parties” and each a “Party”).
JOINDER and second amendment TO amended and restated LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 5th, 2020 • Liquidia Corp
This Joinder and Second Amendment to Amended and Restated Loan and Security Agreement (this “Joinder”), dated as of July 3, 2020, is executed by and among LIQUIDIA CORPORATION, a Delaware corporation (“HoldCo”), GEMINI MERGER SUB I, INC., a Delaware corporation (“Liquidia Merger Sub”), GEMINI MERGER SUB II, LLC, a Delaware limited liability company (“RareGen Merger Sub” and together with Holdco and Liquidia Merger Sub, individually and collectively, jointly and severally, “New Borrower”), LIQUIDIA TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), and PACIFIC WESTERN BANK, a California state chartered bank (“Bank”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to those terms in the Loan Agreement as defined below.
DLA Piper LLP (US) 444 West Lake Street Suite 900 Chicago, Illinois 60606-0089 www.dlapiper.com August 4, 2020Liquidia Corp • August 5th, 2020
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. PROMOTION AGREEMENT by...Promotion Agreement • August 5th, 2020 • Liquidia Corp • New York
This Promotion Agreement (this “Agreement”) is entered into as of the 1st day of August, 2018 (the “Effective Date”) by and between Sandoz Inc., a corporation organized and existing under the laws of Colorado (“Sandoz”) and RareGen, LLC, a Delaware limited liability company (“RareGen”). Sandoz and RareGen are each referred to individually as a “Party” and together as the “Parties”.
Liquidia Corporation 419 Davis Drive, Suite 100 Morrisville, North Carolina 27560 Re: Liquidia Corporation (the “Company”) Ladies & Gentlemen:Liquidia Corp • August 5th, 2020 • New York
The undersigned has acquired [●] shares of common stock, par value $0.001 per share, of the Company (“Initial Merger Shares”), pursuant to that certain Agreement and Plan of Merger, dated as of June 29, 2020, by and among the Company, Liquidia Technologies, Inc., RareGen, LLC, Gemini Merger Sub I, Inc., Gemini Merger Sub II, LLC, and PBM RG Holdings, LLC (the “Merger Agreement”). The undersigned recognizes that the transaction contemplated by the Merger Agreement (the “Transaction”) will benefit each of the Company and the undersigned. The undersigned acknowledges that the Company is relying on the representations and agreements of the undersigned contained in this letter agreement in consummating the Transaction.
FIRST AMENDMENT TO PROMOTION AGREEMENTPromotion Agreement • August 5th, 2020 • Liquidia Corp • New York
This First Amendment to Promotion Agreement (this “Amendment”), is entered into as of May 8, 2020 (the “First Amendment Effective Date”) by and between Sandoz Inc. (“Sandoz”) and RareGen, LLC (“RareGen”).
