INDEMNITY AGREEMENTIndemnification Agreement • January 29th, 2021 • Priveterra Acquisition Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Priveterra Acquisition Corp., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2021 • Priveterra Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2021, is made and entered into by and among Priveterra Acquisition Corp., a Delaware corporation (the “Company”), Priveterra Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
24,000,000 Units Priveterra Acquisition Corp. UNDERWRITING AGREEMENT February 8, 2021Underwriting Agreement • February 12th, 2021 • Priveterra Acquisition Corp. • Blank checks • New York
Priveterra Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 24,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,600,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
WARRANT AGREEMENT PRIVETERRA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 8, 2021Warrant Agreement • February 12th, 2021 • Priveterra Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 8, 2021, is by and between Priveterra Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2021 • Priveterra Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 8, 2021 by and between Priveterra Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AEON BIOPHARMA, INC. Shares of Class A Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • August 15th, 2024 • AEON Biopharma, Inc. • Pharmaceutical preparations • New York
On the date hereof, AEON Biopharma, Inc., a Delaware corporation (the “Company”), has filed or will file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 that contains a base prospectus as well as a sales agreement prospectus covering the offering, issuance and sale by the Company of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000. The parties agree to be legally bound by the terms of this Agreement effective immediately upon such registration statement being declared effective by the Commission.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • May 1st, 2023 • Priveterra Acquisition Corp. • Pharmaceutical preparations • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of __________, 20__ by and between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
PRIVETERRA Acquisition Corp. 130 Corridor Rd. Unit 1972 Ponte Vedra Beach, FL 32004Securities Subscription Agreement • January 21st, 2021 • Priveterra Acquisition Corp. • Blank checks • Delaware
PRIVETERRA Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by Priveterra Sponsor, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • July 27th, 2023 • AEON Biopharma, Inc. • Pharmaceutical preparations
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 29, 2023, by and among Priveterra Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 29th, 2021 • Priveterra Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Priveterra Acquisition Corp., a Delaware corporation (the “Company”), and Priveterra Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • February 12th, 2021 • Priveterra Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 8, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Priveterra Acquisition Corp., a Delaware corporation (the “Company”), and Priveterra Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
Priveterra Acquisition Corp. Fort Lauderdale, FL 33301Underwriting Agreement • January 29th, 2021 • Priveterra Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Priveterra Acquisition Corp., a Delaware corporation (the “Company”), and Wells Fargo Securities, LLC and Guggenheim Securities, LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as descr
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller, Priveterra and Target on the Trade Date specified below. The term “Counterparty” refers to...Otc Equity Prepaid Forward Transaction • July 27th, 2023 • AEON Biopharma, Inc. • Pharmaceutical preparations
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, Priveterra and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • December 27th, 2022 • Priveterra Acquisition Corp. • Blank checks • 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 AGREEMENTLicense & Supply Agreement • December 27th, 2022 • Priveterra Acquisition Corp. • Blank checks
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 27th, 2022 • Priveterra Acquisition Corp. • Blank checks • California
This Employment Agreement is between Alphaeon Corporation, a Delaware corporation (“Alphaeon”), and AEON Biopharma, Inc., a Delaware Corporation and a wholly- owned subsidiary of Alphaeon (“AEON”) (collectively, the “Company”), and Marc Forth, an individual (“Employee”). This Agreement is entered into on May 7, 2019, and Employee shall commence employment with the Company on May 28, 2019 (“Start Date”).
NOTE SUBSCRIPTION AGREEMENTNote Subscription Agreement • July 27th, 2023 • AEON Biopharma, Inc. • Pharmaceutical preparations • Delaware
This NOTE SUBSCRIPTION AGREEMENT (this “Note Subscription Agreement”) is entered into on June 27, 2023, by and among AEON Biopharma, Inc., a Delaware corporation (the “Company”), Priveterra Acquisition Corporation, a Delaware corporation (“Priveterra”), and the Subscriber set forth on the signature page hereto (“Subscriber”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 27th, 2023 • AEON Biopharma, Inc. • Pharmaceutical preparations • California
This Amended and Restated Employment Agreement (this “Agreement”), dated as of July 21, 2023, is between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Marc Forth, an individual (“Employee”), effective as of the date of the consummation of the transactions contemplated by that certain Business Combination Agreement, dated as of December 12, 2022, by and between Priveterra Acquisition Corp., Priveterra Merger Sub, Inc. and the Company (the “Amended Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2023 • Priveterra Acquisition Corp. • Pharmaceutical preparations • California
This Employment Agreement (this “Agreement”), dated as of [ ● ], 2023, is between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Alex Wilson, an individual (“Employee”), effective as of the date of the consummation of the transactions contemplated by that certain Business Combination Agreement, dated as of December 12, 2022, by and between Priveterra Acquisition Corp., Priveterra Merger Sub, Inc. and the Company (the “Effective Date”).
PRIVETERRA SPONSOR, LLCSponsor Share Arrangement • July 27th, 2023 • AEON Biopharma, Inc. • Pharmaceutical preparations
This letter agreement (the “Agreement”) is being made as of June 29, 2023, by and between ACM ASOF VIII Secondary-C LP (“Subscriber”) and Priveterra Sponsor, LLC (“Sponsor”). Capitalized terms used, but not otherwise defined herein, shall have the meaning given to them in the Subscription Agreement (as defined below).
PRIVETERRA ACQUISITION CORP. Fort Lauderdale, FL 33301Administrative Services Agreement • February 12th, 2021 • Priveterra Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Priveterra Acquisition Corp. (the “Company”) and Priveterra Sponsor, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the completion by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Polar Multi-Strategy Master FundTermination Agreement • March 19th, 2024 • AEON Biopharma, Inc. • Pharmaceutical preparations
Re: Agreement (the “Agreement”) by and Among AEON Biopharma, Inc., a Delaware corporation (f/k/a Priveterra Acquisition Corp.), a Delaware corporation (“Counterparty”), AEON Biopharma Sub, Inc. (f/k/a AEON Biopharma, Inc.), a Delaware corporation (“Target”), and Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller,” “we,” “us,” and “our”), to terminate the Forward Purchase Agreement dated as of June 29, 2023 (the “Forward Purchase Agreement”)
BUSINESS COMBINATION AGREEMENT BY AND AMONG Priveterra Acquisition Corp., PRIVETERRA MERGER SUB, INC. AND AEON Biopharma, INC. DATED AS OF DECEMBER 12, 2022Business Combination Agreement • December 13th, 2022 • Priveterra Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of December 12, 2022, is made by and among Priveterra Acquisition Corp., a Delaware corporation (“Priveterra”), Priveterra Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and AEON Biopharma, Inc., a Delaware corporation (the “Company”). Priveterra, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties” (and each a “Party”). Capitalized terms used herein have the meanings set forth in Section 1.1 and Section 1.2.
CONSULTING AGREEMENTConsulting Agreement • May 14th, 2024 • AEON Biopharma, Inc. • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of January 30, 2020 (the "Effective Date"), by and between AEON Biopharma, Inc., a Delaware corporation (the "Company") and Eric Carter, an individual (the "Consultant"). The Company and the Consultant may be referred to herein individually as "Party," or collectively, as "Parties".
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2023 • Priveterra Acquisition Corp. • Pharmaceutical preparations • California
This Amended and Restated Employment Agreement (this “Agreement”), dated as of [ ⚫ ], 2023, is between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Marc Forth, an individual (“Employee”), effective as of the date of the consummation of the transactions contemplated by that certain Business Combination Agreement, dated as of December 12, 2022, by and between Priveterra Acquisition Corp., Priveterra Merger Sub, Inc. and the Company (the “Amended Effective Date”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2023 • AEON Biopharma, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 21, 2023, is made and entered into by and among AEON Biopharma, Inc., a Delaware corporation (the “Company”) (formerly known as Priveterra Acquisition Corp., a Delaware corporation), Priveterra Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), certain former stockholders of AEON Biopharma, Inc., a Delaware corporation (“AEON”) and Note Investors (as defined below) identified on the signature pages hereto (such stockholders, the “AEON Holders” and, collectively with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.9 of this Agreement, the “Holders” and each, a “Holder”).
AEON BIOPHARMA, INC. STOCK OPTION AGREEMENTStock Option Agreement • February 9th, 2023 • Priveterra Acquisition Corp. • Pharmaceutical preparations • California
Pursuant to the AEON Biopharma, Inc. 2019 Incentive Award Plan (the “Plan”), AEON Biopharma, Inc. (the “Company”) hereby grants to the Optionee listed below (“Optionee”), an option (the “Option”) to purchase the number of shares of the Company’s Common Stock set forth below, subject to the terms and conditions of the Plan and this Stock Option Agreement. All capitalized terms used in this Stock Option Agreement without definition shall have the meanings ascribed to such terms in the Plan.
CONSULTING AGREEMENTConsulting Agreement • February 9th, 2023 • Priveterra Acquisition Corp. • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT for independent Consultant consulting services (this “Agreement”) by and between AEON Biopharma, Inc., (“Company”) and Chris Carr (“Consultant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 27th, 2022 • Priveterra Acquisition Corp. • Blank checks • California
This Executive Employment Agreement (this “Agreement”) is between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Chris Carr, an individual (“Employee”). This Agreement is entered into effective as of September 23, 2019 (the “Effective Date”).
3RD AMENDMENT TO THE LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • April 2nd, 2024 • AEON Biopharma, Inc. • Pharmaceutical preparations
This 3RD AMENDMENT TO THE LICENSE AND SUPPLY AGREEMENT (“3rd Amendment”) is made and entered into on April 24th, 2023 (“3rd Amendment Effective Date”) by and between Daewoong Pharmaceutical Co., Ltd. (“DAEWOONG”) and AEON Biopharma, Inc.(“AEON”) and
AMENDMENT NO. 1 to NOTE SUBSCRIPTION AGREEMENTNote Subscription Agreement • July 27th, 2023 • AEON Biopharma, Inc. • Pharmaceutical preparations
This Amendment No. 1 to the Note Subscription Agreement (this “Amendment”) is made as of June 23, 2023, by and among Priveterra Acquisition Corp., a Delaware corporation (“Priveterra”), AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Alphaeon 1, LLC, a Delaware limited liability company (“Subscriber”). Capitalized terms used, but not otherwise defined herein, shall have the meanings given to them in the Original Agreement (as defined below).
AEON BIOPHARMA, INC. FIRST AMENDMENT TO THE SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • December 27th, 2022 • Priveterra Acquisition Corp. • Blank checks • California
This First Amendment to the Settlement and License Agreement (this “Amendment”), is made and entered into as of May 5, 2022, by and between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Medytox, Inc., a company organized under the laws of South Korea (“Medytox”).
AEON BIOPHARMA, INC. Irvine, California 92614Investment Agreement • January 11th, 2023 • Priveterra Acquisition Corp. • Pharmaceutical preparations
Reference is made to that certain Business Combination Agreement, dated December 12, 2022, by and among Priveterra Acquisition Corp., a Delaware corporation (“Priveterra”), Priveterra Merger Sub, Inc., a Delaware corporation, and AEON Biopharma, Inc. (“AEON”, such agreement, the “Business Combination Agreement,” and, such proposed business combination, the “Business Combination”). This binding letter agreement (this “Letter Agreement”) sets forth the principal terms upon which [●] (“Investor”) agrees to provide a portion of the interim financing (the “Investment”) in the amount set forth on the signature page hereto (the “Commitment Amount”), in connection with the Business Combination. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
AMENDMENT NO. 1 to SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 1st, 2023 • Priveterra Acquisition Corp. • Pharmaceutical preparations
This Amendment No. 1 to the Sponsor Support Agreement (this “Amendment”) is made as of April 27, 2023, by and among Priveterra Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Priveterra Acquisition Corp., a Delaware corporation (the “SPAC”), the other Persons party to the Sponsor Support Agreement as the Other Priveterra Insiders (the “Other Priveterra Insiders”) and AEON Biopharma, Inc., a Delaware corporation (the “Company”). Capitalized terms used, but not otherwise defined herein, shall have the meaning given to them in the BCA (as defined below).
AEON BIOPHARMA, INC. FIRST AMENDMENT TO THE LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • December 27th, 2022 • Priveterra Acquisition Corp. • Blank checks • New York
This First Amendment to the License and Supply Agreement (this “Amendment”), is made and entered into as of July 29, 2022, by and between AEON Biopharma, Inc., a Delaware corporation (the “AEON”), and Daewoong Pharmaceutical Co., Ltd, a corporation organized and existing under the laws of the Republic of Korea (“Daewoong”).
