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 • July 31st, 2023 • Strathspey Crown Holdings Group, LLC • Pharmaceutical preparations • 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.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 31st, 2023 • Strathspey Crown Holdings Group, LLC • 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 BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 31st, 2023 • Strathspey Crown Holdings Group, LLC • Pharmaceutical preparations
This Amendment No. 1 to the Business Combination Agreement (this “Amendment”) is made as of April 27, 2023, by and among Priveterra Acquisition Corp., a Delaware corporation (“SPAC”), AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Priveterra Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the SPAC (“Merger Sub”). Capitalized terms used, but not otherwise defined herein, shall have the meaning given to them in the BCA (as defined below).
