EVOLUS, INC.Stockholders Agreement • December 20th, 2017 • Evolus, Inc. • Pharmaceutical preparations • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), is made as of December 14, 2017, by and between Evolus, Inc., a Delaware corporation (the “Company”), Alphaeon Corporation, a Delaware corporation (“Alphaeon”), Dental Innovations BVBA, a private limited liability company organized under the laws of Belgium (“DI”), solely in its capacity as collateral agent of the DI Notes (as defined herein), and Longitude Venture Partners II, L.P., a Delaware limited partnership (“Longitude”) solely in its capacity as a holder of the Longitude Note (as defined herein).
EXCLUSIVE DISTRIBUTION AND SUPPLY AGREEMENTExclusive Distribution and Supply Agreement • December 20th, 2017 • Evolus, Inc. • Pharmaceutical preparations
This EXCLUSIVE DISTRIBUTION AND SUPPLY AGREEMENT (this “Agreement”) is entered into as of November 30, 2017 (the “Effective Date”) by and between EVOLUS, INC. a Delaware Corporation (“EVOLUS”), and CLARION MEDICAL TECHNOLOGIES INC., a body corporate, incorporated under the Ontario Business Corporations Act (“DISTRIBUTOR”).
RESTRICTED SHARES AWARD AGREEMENT EVOLUS, INC. 2017 OMNIBUS INCENTIVE PLANRestricted Shares Award Agreement • December 20th, 2017 • Evolus, Inc. • Pharmaceutical preparations • California
Plan: Evolus, Inc. 2017 Omnibus Incentive Plan Defined Terms: As set forth in the Plan, unless otherwise defined in this Agreement Grantee: [Name] Grant Date: [Date] Number of Restricted Shares: [####] Vesting Schedule: The Restricted Shares will become vested on the following schedule, as long as you do not have a Separation from Service before the applicable vesting date: Vesting Date % or # of Restricted Shares Vested [1st] anniversary of Grant Date [25]% [2nd] anniversary of Grant Date Additional [25]% [3rd] anniversary of Grant Date Additional [25]% [4th] anniversary of Grant Date Remaining[25]% [Acceleration of Vesting:] All of the Restricted Shares will become vested immediately if [you have a Separation from Service due to your Disability or death.]
RSU AWARD AGREEMENT EVOLUS, INC. 2017 OMNIBUS INCENTIVE PLANRsu Award Agreement • December 20th, 2017 • Evolus, Inc. • Pharmaceutical preparations • California
Evolus, Inc. (the “Company”) grants to the Grantee named below (“you”) the number of restricted stock units (“RSUs”) set forth below (the “Award”).
AMENDMENT TO GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • December 20th, 2017 • Evolus, Inc. • Pharmaceutical preparations • Delaware
This AMENDMENT TO GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of December 14, 2017, is made by and between EVOLUS, INC., a Delaware corporation (the “Grantor”), and LONGITUDE VENTURE PARTNERS II, L.P., a Delaware limited partnership (in such capacity, the “Secured Party”), and amends that certain Guaranty and Security Agreement, dated as of April 19, 2017, by and between the Grantor in favor of the Secured Party (the “Agreement”).
AMENDMENT TO GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • December 20th, 2017 • Evolus, Inc. • Pharmaceutical preparations • Delaware
This AMENDMENT TO GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of December 14, 2017, is made by and between EVOLUS, INC., a Delaware corporation (the “Grantor”), and Dental Innovations BVBA, as Collateral Agent for the Secured Parties and amends that certain Guaranty and Security Agreement, dated as of April 19, 2017, by and between the Grantor in favor of the Collateral Agent (the “Agreement”).
DUELING OPTION AWARD AGREEMENT EVOLUS, INC. 2017 OMNIBUS INCENTIVE PLANDueling Option Award Agreement • December 20th, 2017 • Evolus, Inc. • Pharmaceutical preparations • California
Evolus, Inc. (the “Company”) grants to the Grantee named below (“you”) [an Incentive/a Nonstatutory] Stock Option to purchase the number of Shares set forth below (the “Option”).
TAX INDEMNITY AGREEMENTTax Indemnity Agreement • December 20th, 2017 • Evolus, Inc. • Pharmaceutical preparations • California
This Tax Indemnity Agreement (“Agreement”) is made as of December 14, 2017 by and among Evolus, Inc., a Delaware corporation (“Evolus”), each of the individuals listed on the signature pages hereto as “Contributors” (each, a “Contributor” and collectively the “Contributors”), and J. Christopher Marmo, as the Contributors’ representative (the “Contributors’ Representative”). Each signatory hereto may be referred to hereinafter individually as a “Party” and collectively as the “Parties.”
OPTION AWARD AGREEMENT EVOLUS, INC. 2017 OMNIBUS INCENTIVE PLANOption Award Agreement • December 20th, 2017 • Evolus, Inc. • Pharmaceutical preparations • California
Evolus, Inc. (the “Company”) grants to the Grantee named below (“you”) [an Incentive/a Nonstatutory] Stock Option to purchase the number of Shares set forth below (the “Option”).
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • December 20th, 2017 • Evolus, Inc. • Pharmaceutical preparations • Delaware
This FIRST AMENDMENT (this “Amendment”), dated as of December 14, 2017, is made by and between LONGITUDE VENTURE PARTNERS II, L.P., a Delaware limited partnership in its capacity as the holder of the Longitude Obligations (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 (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”) and amends that certain Amended and Restated Intercreditor Agreement originally made as of July 26, 2016 as amended and restated as of April 19, 2017, by and among the Longitude Holder, DI Collateral Agent, the Borrower and the Guarantor (the “Agreement”; Capitalized terms used but not defined
Alphaeon Corporation 17901 Von Karman Avenue, Suite 150 Irvine, CA 92614License and Supply Agreement • December 20th, 2017 • Evolus, Inc. • Pharmaceutical preparations • Delaware
Second Amendment to Stock Purchase AgreementStock Purchase Agreement • December 20th, 2017 • Evolus, Inc. • Pharmaceutical preparations • California
This Second Amendment to Stock Purchase Agreement (this “Amendment”) is made and entered into as of December 14, 2017 among SCH-AEON, LLC (f/k/a STRATHSPEY CROWN HOLDINGS, LLC), a Delaware limited liability company (“Seller”), ALPHAEON CORPORATION, a Delaware corporation (“Purchaser”), Evolus, Inc. (“Evolus”), and J Christopher Marmo, in his capacity as Contributors’ Representative (the “Contributors’ Representative”), with the acknowledgment and consent of the parties listed as “Contributors” on the signature pages hereto (the “Contributors”).
