UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2021 • AEON Biopharma, Inc. • Pharmaceutical preparations • New York
AEON Biopharma, Inc., a Delaware corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo”), 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 Wells Fargo 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 $0.0001 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 [●] additional shares of Common Stock. The aforesaid [●] shares of Common Stock (the “Initial
AEON BIOPHARMA, INC. INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • October 4th, 2021 • AEON Biopharma, Inc. • Pharmaceutical preparations • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of, 2020 by and between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • October 4th, 2021 • AEON Biopharma, Inc. • Pharmaceutical preparations • California
This Settlement and License Agreement (“Agreement”) made and entered into as of June 21, 2021 (the “Effective Date”), by and between, on the one hand Medytox, Inc. (“Medytox”) a company duly organized and existing under the laws of South Korea, having its principal office at 78 Gangni 1-gil Ochang-up Cheongwon-gu Cheongju-si North Chungcheong 28126, Republic of South Korea, and, on the other hand, AEON Biopharma, Inc., (“AEON”) a company duly organized and existing under the laws of Delaware, having its principal office at 4040 MacArthur Boulevard, Suite 260, Newport Beach, CA 92660 (each individually a “Party,” and collectively the “Parties”).
LICENSE & SUPPLY AGREEMENTSupply Agreement • October 4th, 2021 • AEON Biopharma, Inc. • Pharmaceutical preparations
THIS LICENSE AND SUPPLY AGREEMENT (hereinafter this “Agreement”) is entered into this 20th day of December, 2019 (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 Bongeunsaro 114-gil 12, Gangnam-gu, Seoul 06170 (hereinafter “DAEWOONG”); and AEON Biopharma, Inc., a corporation organized and existing under the laws of Delaware, United States, having its main office at 4040 MacArthur Blvd, Newport Beach, CA, USA 92660 (hereinafter “AEON”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 17th, 2021 • AEON Biopharma, Inc. • Pharmaceutical preparations • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of June 21, 2021 (the “Effective Date”) by and among AEON Biopharma, 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.
ALPHAEON CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • September 17th, 2021 • AEON Biopharma, Inc. • Pharmaceutical preparations • Delaware
The Board of Directors of Alphaeon Corporation, a Delaware corporation (the “Company”), has approved a grant to «Name», an individual (the “Optionee”), of an option (the “Option”) to purchase shares of Class A Common Stock of the Company (the “Shares”) pursuant to the Company’s 2013 Stock Incentive Plan (the “Plan”) and this Stock Option Agreement (the “Option Agreement”), as follows:
ContractAEON Biopharma, Inc. • September 17th, 2021 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
ALPHAEON CORPORATION THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT April 19, 2017Investors’ Rights Agreement • September 17th, 2021 • AEON Biopharma, Inc. • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Investors’ Rights Agreement” or the “Agreement”), is made as of the 19th day of April, 2017, by and among Alphaeon Corporation, a Delaware corporation (the “Company”), and each of the investors listed on Exhibit A hereto, each of which is referred to in this Agreement as an “Investor” and any subsequent Purchaser (pursuant to Section 1.2(a) of the Series B Purchase Agreement, as defined below) that becomes a party to this Agreement in accordance with Section 7.11 hereof, and, solely as to Sections 4.2, 4.3, 6.1, and 6.6 and Article 7 (unless otherwise executing as an Investor), Strathspey Crown Holdings, LLC, a Delaware limited liability company (“SCH”). This Agreement supersedes and restates in its entirety that certain Second Amended and Restated Investors’ Rights Agreement, dated July 25, 2016, as supplemented and amended from time to time (the “Prior Agreement”) by and among the Company and the Prior Investors (as d
Master Intercompany Shared Services AgreementMaster Intercompany Shared Services Agreement • September 17th, 2021 • AEON Biopharma, Inc. • Pharmaceutical preparations • California
This Master Intercompany Shared Services Agreement (this “Agreement”), dated effective as of January 1, 2019 (the “Effective Time”), is by and between Strathspey Crown Limited, LLC (the “Company”) and Alphaeon Corporation, an affiliate of the Company (“Alphaeon”).
ContractAEON Biopharma, Inc. • September 17th, 2021 • Pharmaceutical preparations • Delaware
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.
ContractAEON Biopharma, Inc. • September 17th, 2021 • Pharmaceutical preparations • Delaware
THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2021 • AEON Biopharma, Inc. • Pharmaceutical preparations • California
This Amended and Restated Employment Agreement (this “Agreement”), dated as of [______], 2021, is between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Chris Carr, an individual (“Employee”), effective as of [______], 20211 (the “Amended Effective Date”).
AMENDMENT NO. 1 to CONVERTIBLE PROMISSORY NOTE Issued by AEON BIOPHARMA, INC., a Delaware corporation And EXCHANGE AGREEMENTExchange Agreement • September 17th, 2021 • AEON Biopharma, Inc. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) and Exchange Agreement in relation to the Convertible Promissory Note (“Note”) issued by AEON Biopharma, Inc., a Delaware corporation (the “Issuer”), to the undersigned holder of the Note (the “Noteholder”) is made and entered into as of September 30, 2020 (the “Effective Date”), between the Issuer and the Noteholder. Capitalized words used herein but not defined herein have the respective meanings ascribed to them in the Note.
AMENDMENT NO. 1 to CONVERTIBLE PROMISSORY NOTE Issued by AEON BIOPHARMA, INC., a Delaware corporation And EXCHANGE AGREEMENTExchange Agreement • September 17th, 2021 • AEON Biopharma, Inc. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) and Exchange Agreement in relation to the Convertible Promissory Note (“Note”) issued by AEON Biopharma, Inc., a Delaware corporation (the “Issuer”), to the undersigned holder of the Note (the “Noteholder”) is made and entered into as of September 30, 2020 (the “Effective Date”), between the Issuer and the Noteholder. Capitalized words used herein but not defined herein have the respective meanings ascribed to them in the Note.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2021 • AEON Biopharma, Inc. • Pharmaceutical preparations • California
This Amended and Restated Employment Agreement (this “Agreement”), dated as of [______], 2021, is between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Marc Forth, an individual (“Employee”), effective as of [______], 20211 (the “Amended Effective Date”).
AEON BIOPHARMA, INC. AMENDMENT TO SUBORDINATED CONVERTIBLE PROMISSORY NOTEAEON Biopharma, Inc. • October 4th, 2021 • Pharmaceutical preparations
This Amendment (this “Amendment”) to the Subordinated Convertible Promissory Note, as defined below, is made as of May 10, 2021 (the “Effective Date”), by and between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Daewoong Pharmaceutical Co., Ltd., a company organized and existing under the laws of the Republic of Korea (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Note Purchase Agreement, as defined below, or the Original Note, as applicable.
AEON BIOPHARMA, INC. AMENDMENT TO SUBORDINATED CONVERTIBLE PROMISSORY NOTEAEON Biopharma, Inc. • October 4th, 2021 • Pharmaceutical preparations
This Amendment (this “Amendment”) to the Subordinated Convertible Promissory Note, as defined below, is made as of (the “Effective Date”), by and between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Daewoong Pharmaceutical Co., Ltd., a company organized and existing under the laws of the Republic of Korea (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Note Purchase Agreement, as defined below, or the Original Note, as applicable.
AEON BIOPHARMA, INC. FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTRights Agreement • October 4th, 2021 • AEON Biopharma, Inc. • Pharmaceutical preparations • Delaware
This First Amendment to the Third Amended and Restated Investors’ Rights Agreement (this “Amendment”), is made and entered into as of October 2, 2021, by and among AEON Biopharma, Inc. (f/k/a Alphaeon Corporation, the “Company”) and the Investors signatory hereto.
