CONTRIBUTION AGREEMENT dated as of October 3, 2013 by and among STRATHSPEY CROWN HOLDINGS, LLC EVOLUS, INC. THE SHAREHOLDERS OF EVOLUS, INC. AND J. CHRISTOPHER MARMO, AS THE CONTRIBUTORS’ REPRESENTATIVEContribution Agreement • November 21st, 2017 • Evolus, Inc. • Pharmaceutical preparations • California
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2013 by and among Strathspey Crown Holdings, LLC, a Delaware limited liability company (“Parent”), Evolus, Inc., a Delaware corporation (the “Company”), the shareholders of the Company listed on the signature pages hereto (each a “Contributor” and collectively, “Contributors”), and J. Christopher Marmo, as the Contributors’ Representative. Capitalized terms used in this Agreement without definition shall have the respective meaning given to such terms in Article I hereof.
Amended and Restated Intercreditor AgreementIntercreditor Agreement • November 21st, 2017 • Evolus, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Intercreditor Agreement (this “Intercreditor Agreement”), originally made as of July 26, 2016 and amended and restated as of April 19, 2017, by and among LONGITUDE VENTURE PARTNERS II, L.P., a Delaware limited partnership in its capacity as the holder of the Longitude Obligations (defined below) (in such capacity, together with its successors and assigns in such capacity, the “Longitude Holder”), DENTAL INNOVATIONS BVBA, a private limited liability company organized under the laws of Belgium, in its capacity as collateral agent for the DI Holders (defined below) (in such capacity, together with its successors and assigns in such capacity, the “DI Collateral Agent”), ALPHAEON CORPORATION, a Delaware corporation (the “Borrower”), and EVOLUS, INC., a Delaware corporation (the “Guarantor”).
FIRST AMENDMENTLicense & Supply Agreement • November 21st, 2017 • Evolus, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT (“First Amendment”) is effective as of February 26, 2014 (“First Amendment Effective Date”), by and between Daewoong Pharmaceutical Co., Ltd. (“DAEWOONG”) and Evolus Inc. (“EVOLUS”), and amends that certain License & Supply Agreement between the Parties dated September 30, 2013 (the “Original Agreement”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 21st, 2017 • Evolus, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2014, between STRATHSPEY CROWN HOLDINGS, LLC, a Delaware limited liability company (“Seller”) and ALPHAEON CORPORATION, a Delaware corporation (“Purchaser”).
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 21st, 2017 • Evolus, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDMENT TO STOCK, PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of September 30, 2014 (the “Effective Date”), by and between STRATHSPEY CROWN HOLDINGS, LLC, a Delaware limited liability company (“Seller”) and ALFHAEON CORPORATION, a Delaware corporation (“Purchaser”).
LICENSE & SUPPLY AGREEMENTLicense & Supply Agreement • November 21st, 2017 • Evolus, Inc. • Pharmaceutical preparations
THIS LICENSE AND SUPPLY AGREEMENT (hereinafter this “Agreement”) is entered into this 30th day of September, 2013 (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 163-3, Samsung-Dong, Kangnam-Gu, Seoul, 135-715, Korea (hereinafter “DAEWOONG”); and Evolus Inc., a corporation organized and existing under the laws of Delaware, United States, having its main office at 1270 Via Brigitte, Santa Barbara, CA, USA 93111 (hereinafter “EVOLUS”).
SECOND AMENDMENTLicense & Supply Agreement • November 21st, 2017 • Evolus, Inc. • Pharmaceutical preparations
This SECOND AMENDMENT (“Second Amendment”) is effective as of July 15, 2014 (“Second Amendment Effective Date”), by and between Daewoong Pharmaceutical Co., Ltd. (“DAEWOONG”) and Evolus Inc. (“EVOLUS”), and amends that certain License & Supply Agreement between the Parties dated September 30, 2013, as amended by that certain First Amendment dated on February 26, 2014 (the “Original Agreement”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • November 21st, 2017 • Evolus, Inc. • Pharmaceutical preparations • Delaware
This GUARANTY AND SECURITY AGREEMENT, dated as of April 19, 2017 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among EVOLUS, INC., a Delaware corporation (the “Grantor”), in favor of DENTAL INNOVATIONS BVBA, as collateral agent for the Secured Parties (defined below) (in such capacity, the “Collateral Agent”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • November 21st, 2017 • Evolus, Inc. • Pharmaceutical preparations • Delaware
This GUARANTY AND SECURITY AGREEMENT, dated as of April 19, 2017 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among EVOLUS, INC., a Delaware corporation (the “Grantor”), in favor of LONGITUDE VENTURE PARTNERS II, L.P., a Delaware limited partnership (in such capacity, the “Secured Party”.
