FIRST AMENDMENT TO THE REVENUE INTEREST FINANCING AGREEMENT
Exhibit 10.3
FIRST AMENDMENT TO THE REVENUE INTEREST FINANCING AGREEMENT
This FIRST AMENDMENT TO THE REVENUE INTEREST FINANCING AGREEMENT, dated as of April 17, 2023 (this “Amendment”), is entered into by and among Liquidia Technologies, Inc., a Delaware corporation (the “Company”), Healthcare Royalty Partners IV, L.P., a Delaware limited liability partnership (the “Investor”), and HCR Collateral Management, LLC, a Delaware limited liability company (the “Investor Representative”), and solely in its capacity as agent for, and representative of, the Investor, solely with respect to certain enumerated provisions in the Agreement (as defined below) described herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
WHEREAS, the Parties entered into that certain Revenue Interest Financing Agreement, dated as of January 9, 2023 (as amended prior to the date hereof, the “Agreement”);
WHEREAS, the Parties desire to effect the amendments to the Agreement contemplated by this Amendment;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
“Section 4.29 Investment Company Act. No member of the Company Group is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.”
“Section 7.14 Compliance. Become required to register as an “investment company” under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Investment Amount for that purpose.”
“(ii)A certificate of a Responsible Officer of the Company (A) certifying that the information and documents provided to the Investor Representative with the Second Closing Notice are true and correct; and (B) no Bankruptcy Event with respect to any member of the Company Group and no Special Termination Event, Change of Control, Default or Event of Default has occurred and is continuing; and”
“(ii)A certificate of a Responsible Officer of each member of the Company Group (A) certifying that, (1) the information and documents provided to the Investor Representative with the Third Closing Notice are true and correct and (2) as applicable, (x) the Favorable Determination has
occurred, (y) the Insurance Policy is in effect, or (z) the Parties have mutually agreed to the Third Investment Amount; (B) attaching copies, certified by such officer as true and complete, of documents sufficient to evidence that the event indicated with respect to clause (A) has occurred; and (C) certifying that no Bankruptcy Event with respect of its Subsidiaries and no Special Termination Event, Change of Control, Default or Event of Default has occurred and is continuing;”
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4866-7599-0618v.2
IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first written above.
| HEALTHCARE ROYALTY PARTNERS IV, L.P. By: HealthCare Royalty XX XX, LLC, its general partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Partner |
| INVESTOR REPRESENTATIVE: HCR COLLATERAL MANAGEMENT, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Partner |
Acknowledged and Agreed,
LIQUIDIA CORPORATION
By: | /s/ Xxxxx Xxxxx |
LIQUIDIA PAH, LLC
By: | /s/ Xxxxx Xxxxx |
