Evolus, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2018 • Evolus, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 25th, 2018 • Evolus, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of ___________________________ by and between Evolus, Inc., a Delaware corporation (the “Company”), and ___________________________ (the “Indemnitee”).
EVOLUS, INC. Shares of Common Stock ($0.00001 par value per share) SALES AGREEMENTSales Agreement • March 8th, 2023 • Evolus, Inc. • Pharmaceutical preparations • New York
Evolus, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 1st, 2019 • Evolus, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of March 15, 2019 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and EVOLUS, INC., a Delaware corporation with offices located at 520 Newport Center Drive, Suite 1200, Newport Beach CA 92660 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
LEASE BETWEEN AND EVOLUS, INC.Lease • May 21st, 2019 • Evolus, Inc. • Pharmaceutical preparations • California
THIS LEASE is made as of[May 15, 2019, by and between 520 NEWPORT CENTER DRIVE LLC, a Delaware limited liability company, hereafter called “Landlord,” and EVOLUS, INC., a Delaware corporation, hereafter called “Tenant.”
LOAN AGREEMENT Dated as of December 14, 2021 among EVOLUS, INC. (as Borrower, and a Credit Party), THE OTHER GUARANTORS SIGNATORY HERETO OR OTHERWISE PARTY HERETO FROM TIME TO TIME (as additional Credit Parties), BIOPHARMA CREDIT PLC (as Collateral...Loan Agreement • December 14th, 2021 • Evolus, Inc. • Pharmaceutical preparations • New York
THIS LOAN AGREEMENT (this “Agreement”), dated as of December 14, 2021 (the “Effective Date”) by and among EVOLUS, INC., a Delaware corporation (as “Borrower” and a Credit Party), the other Guarantors signatory hereto or otherwise party hereto from time to time, as additional Credit Parties, BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales with company number 10443190 (as the “Collateral Agent”), BPCR LIMITED PARTNERSHIP, a limited partnership established under the laws of England and Wales with registration number LP020944 (as a “Lender”), and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP, a Cayman Islands exempted limited partnership acting by its general partner, BioPharma Credit Investments V GP LLC (as a “Lender”), provides the terms on which each Lender shall make, and Borrower shall repay, the Credit Extensions (as hereinafter defined). The parties hereto agree as follows:
EVOLUS, INC. (a Delaware corporation) 9,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2021 • Evolus, Inc. • Pharmaceutical preparations • New York
Evolus, Inc., a Delaware corporation (the “Company”), confirms its agreement with SVB Leerink LLC (“SVB Leerink”), Stifel, Nicolaus & Company, Incorporated (“Stifel”), Cantor Fitzgerald & Co. (“CF&Co.”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for which SVB Leerink, Stifel and CF&Co. are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.00001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,350,000 additional shares of Common Stock. The af
EVOLUS, INC. (a Delaware corporation) 3,554,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 2024 • Evolus, Inc. • Pharmaceutical preparations • New York
Evolus, Inc., a Delaware corporation (the “Company”), confirms its agreement with Leerink Partners LLC (“Leerink Partners”), Stifel, Nicolaus & Company, Incorporated (“Stifel”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for which Leerink Partners and Stifel are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.00001 per share, of the Company (“Common Stock”), set forth in Schedule A hereto, and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 533,100 additional shares of Common Stock. The aforesaid 3,554,000 shares of Co
EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2018 • Evolus, Inc. • Pharmaceutical preparations • California
This Employment Agreement is between Evolus, Inc., a Delaware corporation (the “Company”), and David Moatazedi, an individual (“Employee”) This Agreement is entered into on May 5, 2018, and Employee shall commence employment with the Company on May 6, 2018 (“Start Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2022 • Evolus, Inc. • Pharmaceutical preparations • California
This Employment Agreement is between Evolus, Inc., a Delaware corporation (the “Company”), and Crystal Muilenburg, an individual (“Employee.”) This Agreement is entered into effective as of February 25, 2021 (the “Effective Date”). This Agreement amends and restates the terms of the Offer Letter, dated February 20, 2019, between Employee and the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2021 • Evolus, Inc. • Pharmaceutical preparations • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of February 18, 2021 (the “Effective Date”) by and among Evolus, Inc., a Delaware corporation (the “Company”), and Medytox, Inc., a company duly organized and existing under the laws of South Korea (the “Investor”), and each other party who hereafter executes and delivers a Joinder Agreement (together with the Investor, the “Holder”) in the form attached as Exhibit A hereto (a “Joinder Agreement”) agreeing to be bound by the terms hereof.
EVOLUS, INC.Stockholders’ Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), is made as of December 14, 2017, by and between Evolus, Inc., a Delaware corporation (the “Company”), Alphaeon Corporation, a Delaware corporation (“Alphaeon”), Dental Innovations BVBA, a private limited liability company organized under the laws of Belgium (“DI”), solely in its capacity as collateral agent of the DI Notes (as defined herein), and Longitude Venture Partners II, L.P., a Delaware limited partnership (“Longitude”) solely in its capacity as a holder of the Longitude Note (as defined herein).
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2023 • Evolus, Inc. • Pharmaceutical preparations • California
This Employment Agreement is between Evolus, Inc., a Delaware corporation (the “Company”), and Tomoko Yamagishi-Dressler, an individual (“Employee”). This Agreement is entered into effective as of August 21, 2023 (the “Effective Date”).
RSU AWARD AGREEMENT EVOLUS, INC. 2017 OMNIBUS INCENTIVE PLANRsu Award Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations • California
Evolus, Inc. (the “Company”) grants to the Grantee named below (“you”) the number of restricted stock units (“RSUs”) set forth below (the “Award”).
AMENDMENT TO GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations • Delaware
This AMENDMENT TO GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of December 14, 2017, is made by and between EVOLUS, INC., a Delaware corporation (the “Grantor”), and LONGITUDE VENTURE PARTNERS II, L.P., a Delaware limited partnership (in such capacity, the “Secured Party”), and amends that certain Guaranty and Security Agreement, dated as of April 19, 2017, by and between the Grantor in favor of the Secured Party (the “Agreement”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement and General Release of Claims • March 20th, 2019 • Evolus, Inc. • Pharmaceutical preparations • California
This Separation Agreement and General Release of Claims (“Agreement”) is made an entered into by and between J. Christopher Marmo (hereafter “Employee”) and each of ALPHAEON Corporation (“ALPHAEON”) and Evolus, Inc. (“Evolus” and collectively with ALPHAEON on behalf of themselves, their parents, their subsidiaries, and other corporate affiliates, collectively referred to as the, the “Employer Group”). By signing this Agreement, the Employee and the Employer Group acknowledge that they have reached a final binding agreement as to the circumstances surrounding Employee’s separation from employment with the Employer Group under an Employment Agreement originally dated as of October 3, 2013 between Employee and SCH-AEON, LLC (f/k/a Strathspey Crown Holdings, LLC) which agreement was assigned in full to ALPHAEON. Each of Employee and Employer Group acknowledges that this document contains the entire agreement with respect to the subject matter hereof:
AMENDMENT TO GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations • Delaware
This AMENDMENT TO GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of December 14, 2017, is made by and between EVOLUS, INC., a Delaware corporation (the “Grantor”), and Dental Innovations BVBA, as Collateral Agent for the Secured Parties and amends that certain Guaranty and Security Agreement, dated as of April 19, 2017, by and between the Grantor in favor of the Collateral Agent (the “Agreement”).
Amended and Restated Intercreditor AgreementIntercreditor Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Intercreditor Agreement (this “Intercreditor Agreement”), originally made as of July 26, 2016 and amended and restated as of April 19, 2017, by and among LONGITUDE VENTURE PARTNERS II, L.P., a Delaware limited partnership in its capacity as the holder of the Longitude Obligations (defined below) (in such capacity, together with its successors and assigns in such capacity, the “Longitude Holder”), DENTAL INNOVATIONS BVBA, a private limited liability company organized under the laws of Belgium, in its capacity as collateral agent for the DI Holders (defined below) (in such capacity, together with its successors and assigns in such capacity, the “DI Collateral Agent”), ALPHAEON CORPORATION, a Delaware corporation (the “Borrower”), and EVOLUS, INC., a Delaware corporation (the “Guarantor”).
SUBORDINATION AGREEMENTSubordination Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made and entered into as of December 14, 2017, by and among DENTAL INNOVATIONS BVBA (“DI”), as collateral agent for the holders of the DI Notes, as defined below, LONGITUDE VENTURE PARTNERS II, L.P. (“Longitude,” and together with DI, the “Senior Creditors”), ALPHAEON CORPORATION (“Alphaeon”), EVOLUS, INC., (“Evolus”), and J. CHRISTOPHER MARMO as Contributors’ Representative (“Subordinated Creditor”).
EXCLUSIVE DISTRIBUTION AND SUPPLY AGREEMENTExclusive Distribution and Supply Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations
This EXCLUSIVE DISTRIBUTION AND SUPPLY AGREEMENT (this “Agreement”) is entered into as of November 30, 2017 (the “Effective Date”) by and between EVOLUS, INC. a Delaware Corporation (“EVOLUS”), and CLARION MEDICAL TECHNOLOGIES INC., a body corporate, incorporated under the Ontario Business Corporations Act (“DISTRIBUTOR”).
DUELING OPTION AWARD AGREEMENT EVOLUS, INC. 2017 OMNIBUS INCENTIVE PLANDueling Option Award Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations • California
Evolus, Inc. (the “Company”) grants to the Grantee named below (“you”) [an Incentive/a Nonstatutory] Stock Option to purchase the number of Shares set forth below (the “Option”).
FIRST AMENDMENTFirst Amendment • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT (“First Amendment”) is effective as of February 26, 2014 (“First Amendment Effective Date”), by and between Daewoong Pharmaceutical Co., Ltd. (“DAEWOONG”) and Evolus Inc. (“EVOLUS”), and amends that certain License & Supply Agreement between the Parties dated September 30, 2013 (the “Original Agreement”).
TAX INDEMNITY AGREEMENTTax Indemnity Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations • California
This Tax Indemnity Agreement (“Agreement”) is made as of December 14, 2017 by and among Evolus, Inc., a Delaware corporation (“Evolus”), each of the individuals listed on the signature pages hereto as “Contributors” (each, a “Contributor” and collectively the “Contributors”), and J. Christopher Marmo, as the Contributors’ representative (the “Contributors’ Representative”). Each signatory hereto may be referred to hereinafter individually as a “Party” and collectively as the “Parties.”
OPTION AWARD AGREEMENT EVOLUS, INC. 2017 OMNIBUS INCENTIVE PLANOption Award Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations • California
Evolus, Inc. (the “Company”) grants to the Grantee named below (“you”) [an Incentive/a Nonstatutory] Stock Option to purchase the number of Shares set forth below (the “Option”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2014, between STRATHSPEY CROWN HOLDINGS, LLC, a Delaware limited liability company (“Seller”) and ALPHAEON CORPORATION, a Delaware corporation (“Purchaser”).
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDMENT TO STOCK, PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of September 30, 2014 (the “Effective Date”), by and between STRATHSPEY CROWN HOLDINGS, LLC, a Delaware limited liability company (“Seller”) and ALFHAEON CORPORATION, a Delaware corporation (“Purchaser”).
LICENSE & SUPPLY AGREEMENTLicense & Supply Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations
THIS LICENSE AND SUPPLY AGREEMENT (hereinafter this “Agreement”) is entered into this 30th day of September, 2013 (the “Effective Date”), by and between Daewoong Pharmaceutical Co., Ltd, a corporation organized and existing under the laws of the Republic of Korea, having its main office at 163-3, Samsung-Dong, Kangnam-Gu, Seoul, 135-715, Korea (hereinafter “DAEWOONG”); and Evolus Inc., a corporation organized and existing under the laws of Delaware, United States, having its main office at 1270 Via Brigitte, Santa Barbara, CA, USA 93111 (hereinafter “EVOLUS”).
SECOND AMENDMENTSecond Amendment • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations
This SECOND AMENDMENT (“Second Amendment”) is effective as of July 15, 2014 (“Second Amendment Effective Date”), by and between Daewoong Pharmaceutical Co., Ltd. (“DAEWOONG”) and Evolus Inc. (“EVOLUS”), and amends that certain License & Supply Agreement between the Parties dated September 30, 2013, as amended by that certain First Amendment dated on February 26, 2014 (the “Original Agreement”).
CONTRIBUTION AGREEMENT dated as of October 3, 2013 by and among STRATHSPEY CROWN HOLDINGS, LLC EVOLUS, INC. THE SHAREHOLDERS OF EVOLUS, INC. AND J. CHRISTOPHER MARMO, AS THE CONTRIBUTORS’ REPRESENTATIVEContribution Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations • California
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2013 by and among Strathspey Crown Holdings, LLC, a Delaware limited liability company (“Parent”), Evolus, Inc., a Delaware corporation (the “Company”), the shareholders of the Company listed on the signature pages hereto (each a “Contributor” and collectively, “Contributors”), and J. Christopher Marmo, as the Contributors’ Representative. Capitalized terms used in this Agreement without definition shall have the respective meaning given to such terms in Article I hereof.
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations • Delaware
This GUARANTY AND SECURITY AGREEMENT, dated as of April 19, 2017 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among EVOLUS, INC., a Delaware corporation (the “Grantor”), in favor of DENTAL INNOVATIONS BVBA, as collateral agent for the Secured Parties (defined below) (in such capacity, the “Collateral Agent”).
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations • Delaware
This FIRST AMENDMENT (this “Amendment”), dated as of December 14, 2017, is made by and between LONGITUDE VENTURE PARTNERS II, L.P., a Delaware limited partnership in its capacity as the holder of the Longitude Obligations (in such capacity, together with its successors and assigns in such capacity, the “Longitude Holder”), DENTAL INNOVATIONS BVBA, a private limited liability company organized under the laws of Belgium, in its capacity as collateral agent for the DI Holders (in such capacity, together with its successors and assigns in such capacity, the “DI Collateral Agent”), ALPHAEON CORPORATION, a Delaware corporation (the “Borrower”), and EVOLUS, INC., a Delaware corporation (the “Guarantor”) and amends that certain Amended and Restated Intercreditor Agreement originally made as of July 26, 2016 as amended and restated as of April 19, 2017, by and among the Longitude Holder, DI Collateral Agent, the Borrower and the Guarantor (the “Agreement”; Capitalized terms used but not defined
RESTRICTED SHARES AWARD AGREEMENT EVOLUS, INC. 2017 OMNIBUS INCENTIVE PLANRestricted Shares Award Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations • California
Plan: Evolus, Inc. 2017 Omnibus Incentive Plan Defined Terms: As set forth in the Plan, unless otherwise defined in this Agreement Grantee: [Name] Grant Date: [Date] Number of Restricted Shares: [####] Vesting Schedule: The Restricted Shares will become vested on the following schedule, as long as you do not have a Separation from Service before the applicable vesting date: Vesting Date % or # of Restricted Shares Vested [1st] anniversary of Grant Date [25]% [2nd] anniversary of Grant Date Additional [25]% [3rd] anniversary of Grant Date Additional [25]% [4th] anniversary of Grant Date Remaining[25]% [Acceleration of Vesting:] All of the Restricted Shares will become vested immediately if [you have a Separation from Service due to your Disability or death.]
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations • Delaware
This GUARANTY AND SECURITY AGREEMENT, dated as of April 19, 2017 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among EVOLUS, INC., a Delaware corporation (the “Grantor”), in favor of LONGITUDE VENTURE PARTNERS II, L.P., a Delaware limited partnership (in such capacity, the “Secured Party”.
Second Amendment to Stock Purchase AgreementSecond Amendment to Stock Purchase Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations • California
This Second Amendment to Stock Purchase Agreement (this “Amendment”) is made and entered into as of December 14, 2017 among SCH-AEON, LLC (f/k/a STRATHSPEY CROWN HOLDINGS, LLC), a Delaware limited liability company (“Seller”), ALPHAEON CORPORATION, a Delaware corporation (“Purchaser”), Evolus, Inc. (“Evolus”), and J Christopher Marmo, in his capacity as Contributors’ Representative (the “Contributors’ Representative”), with the acknowledgment and consent of the parties listed as “Contributors” on the signature pages hereto (the “Contributors”).
SERVICES AGREEMENTServices Agreement • January 25th, 2018 • Evolus, Inc. • Pharmaceutical preparations • California
THIS SERVICES AGREEMENT (this “Agreement”) is entered into as of January 23, 2018, by and between ALPHAEON Corporation, a Delaware corporation (“ALPHAEON”) and Evolus, Inc., a Delaware corporation (“Evolus”).
