LICENSE & SUPPLY AGREEMENTLicense & Supply Agreement • March 23rd, 2020 • 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”).
ALPHAEON CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • March 23rd, 2020 • 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:
ContractWarrant Agreement • March 23rd, 2020 • AEON Biopharma, Inc. • 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 • March 23rd, 2020 • 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 • March 23rd, 2020 • 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”).
ContractPromissory Note • March 23rd, 2020 • AEON Biopharma, Inc. • 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.
ContractPromissory Note • March 23rd, 2020 • AEON Biopharma, Inc. • 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.
