EVOLUS, INC.Stockholders’ Agreement • January 9th, 2018 • 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).
RSU AWARD AGREEMENT EVOLUS, INC. 2017 OMNIBUS INCENTIVE PLANRsu Award Agreement • January 9th, 2018 • 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 • January 9th, 2018 • 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 • January 9th, 2018 • 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”).
Amended and Restated Intercreditor AgreementIntercreditor Agreement • January 9th, 2018 • 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This Amended and Restated Intercreditor Agreement (this “Intercreditor Agreement”), originally made as of July 26, 2016 and amended and restated as of April 19, 2017, by and among LONGITUDE VENTURE PARTNERS II, L.P., a Delaware limited partnership in its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”).
SUBORDINATION AGREEMENTSubordination Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made and entered into as of December 14, 2017, by and among DENTAL INNOVATIONS BVBA (“DI”), as collateral agent for the holders of the DI Notes, as defined below, LONGITUDE VENTURE PARTNERS II, L.P. (“Longitude,” and together with DI, the “Senior Creditors”), ALPHAEON CORPORATION (“Alphaeon”), EVOLUS, INC., (“Evolus”), and J. CHRISTOPHER MARMO as Contributors’ Representative (“Subordinated Creditor”).
EXCLUSIVE DISTRIBUTION AND SUPPLY AGREEMENTExclusive Distribution and Supply Agreement • January 9th, 2018 • 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”).
DUELING OPTION AWARD AGREEMENT EVOLUS, INC. 2017 OMNIBUS INCENTIVE PLANDueling Option Award Agreement • January 9th, 2018 • 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”).
FIRST AMENDMENTFirst Amendment • January 9th, 2018 • 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”).
TAX INDEMNITY AGREEMENTTax Indemnity Agreement • January 9th, 2018 • 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 • January 9th, 2018 • 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”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 9th, 2018 • 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 • January 9th, 2018 • 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 • January 9th, 2018 • 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 AMENDMENTSecond Amendment • January 9th, 2018 • 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”).
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 • January 9th, 2018 • 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.
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • January 9th, 2018 • 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”).
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • January 9th, 2018 • 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
RESTRICTED SHARES AWARD AGREEMENT EVOLUS, INC. 2017 OMNIBUS INCENTIVE PLANRestricted Shares Award Agreement • January 9th, 2018 • 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.]
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • January 9th, 2018 • 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”.
Second Amendment to Stock Purchase AgreementSecond Amendment to Stock Purchase Agreement • January 9th, 2018 • 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”).
Alphaeon Corporation 17901 Von Karman Avenue, Suite 150 Irvine, CA 92614Evolus, Inc. • January 9th, 2018 • Pharmaceutical preparations • Delaware
