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”).
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.
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”).
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).
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”).
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).
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 Polar Asset Management Partners (“Polar”) 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).
