AEON Biopharma, Inc. (Form: 8-K, Received: 03/19/2024 16:34:29)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 18, 2024

AEON Biopharma, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40021

85-3940478

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

5 Park Plaza

Suite 1750

Irvine, CA 92614

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (949) 354-6499

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	AEON	NYSE American
Warrants to purchase Class A common stock	AEON WS	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Senior Secured Convertible Note Financing

On March 19, 2024, AEON Biopharma, Inc. (“AEON” or the “Company”) and AEON Biopharma Sub, Inc., a subsidiary of the Company (“AEON Sub”), entered into a subscription agreement (the “Subscription Agreement”) with Daewoong Pharmaceutical Co., LTD. (“Daewoong”) relating to the sale and issuance by the Company of senior secured convertible notes (each, a “Convertible Note” and together, the “Convertible Notes”) in the principal amount of up to $15.0 million, which are convertible into shares of the Company’s Class A common stock, par value $0.0001 (“Common Stock”), subject to certain conditions and limitations set forth in each Convertible Note. AEON Sub is guaranteeing the Company’s obligations under each Convertible Note (the “Guarantor”). The Company will use the net proceeds from each Convertible Note to support the late-stage clinical development of its lead product candidate ABP-450 and for general working capital purposes.

Subscription Agreement

Pursuant to the terms of the Subscription Agreement, no later than ten (10) days following March 19, 2024, the Company will issue and sell to Daewoong one Convertible Note in the principal amount of $5,000,000 (the “Initial Closing”). The Subscription Agreement further provides that the Company will issue and sell to Daewoong a second Convertible Note in the principal amount of $10,000,000 no later than thirty (30) days following the Company’s compliance with certain conditions set forth in the Subscription Agreement (the “Subsequent Closing”), including the Company’s execution of an amendment to that certain License and Supply Agreement, by and between the Company and Daewoong, dated December 20, 2019, as amended on July 29, 2022, January 8, 2023 and April 24, 2023 (the “Original License Agreement”).

The Subscription Agreement provides that, no later than ten (10) days following the Subsequent Closing, the Company will appoint one designee of Daewoong (who, for the avoidance of doubt, must be a member of Daewoong’s senior management team) to the Company’s board of directors (the “Board”) to serve as a Class III director (with a term scheduled to expire at the Company’s 2026 annual meeting of stockholders), subject to a customary due diligence process by the Company, including a review of a completed questionnaire and background check. Once appointed to the Board, the Daewoong Appointee will be entitled to all rights and privileges as any other member of the Board in accordance with the bylaws of the Company, except (a) as may be necessary to comply with applicable law and (b) that such Daewoong Appointee will not be entitled to any compensation for his or her service on the Board.

The Subscription Agreement also provides that the Company will include a proposal in the definitive proxy statement for its annual stockholder meeting for 2024 (the “2024 Annual Meeting”) soliciting approval by the Company’s stockholders of an affirmative vote for such meeting for approval of resolutions providing for the Company’s issuance of Common Stock that may be issued upon conversion of each Note (the “Underlying Common Stock”) in excess of the Conversion Cap (as defined in each Note) such that such Conversion Cap shall no longer apply in accordance with applicable law and the rules and regulations of NYSE American (the “Stockholder Approval”). If the Stockholder Approval is not obtained at the 2024 Annual Meeting, or if the Stockholder Approval obtained at the 2024 Annual Meeting is not sufficient to address the issuance by the Company of all Underlying Common Stock in excess of the Conversion Cap, then the Company shall again include a similar proposal for each subsequent annual stockholder meeting, or if requested by Daewoong, the Company shall call a special meeting of the stockholders to obtain Stockholder Approval to be held within ninety (90) days of such request and if the Stockholder Approval is not obtained at such special meeting, the Company shall again include a similar proposal for each subsequent annual stockholder meeting until Stockholder Approval is obtained that is sufficient to provide for the Company’s issuance of all Underlying Common Stock in excess of the Conversion Cap.

The Subscription Agreement also provides that, as promptly as reasonably practicable after the Initial Closing (but in any event within thirty (30) business days after the Initial Closing, the Company will file with the SEC a shelf Registration Statement on Form S-1 (or any short-form shelf registration statement available to the Company) (a “Shelf Registration Statement”), or shall amend an existing Shelf Registration Statement, to register the resale all of the shares of Common Stock issuable upon conversion of the Note Securities (as defined in each Note).

Convertible Notes

Each Convertible Note will contain customary events of default, will accrue interest at an annual rate of 15.79% and will have a maturity date that is three years from the funding date (the “Maturity Date”), unless earlier repurchased, converted or redeemed in accordance with its terms prior to such date.

If, prior to the Maturity Date, the Company consummates a bona-fide third-party financing in the form of Common Stock or any securities convertible into, or exchangeable or exercisable for, Common Stock (subject to certain exceptions as described in each Convertible Note), in one or more transactions or a series of related and substantially similar and simultaneous transactions at the same purchase price from third parties unaffiliated with Daewoong and its affiliates, for aggregate gross cash proceeds to the Company of at least $30.0 million (a “Qualified Financing”), then, upon written notice thereof to Daewoong by the Company, on the closing date of such Qualified Financing, each Convertible Note will automatically convert in whole (the “Automatic Conversion”) (subject to any

limitations under the rules and regulations of NYSE American), without any further action by Daewoong, into a number of shares equal to: (i) one and three tenths (1.3) multiplied by (ii) the quotient of (a) the principal amount of each Convertible Note and all accrued and unpaid interest to be converted divided by (b) the per share price of the Common Stock sold in the Qualified Financing, provided that such per share price of Common Stock is at least $1.00 per share.

If, prior to the Maturity Date, the Company provides (i) written notice to Daewoong that it has publicly announced topline clinical data regarding its Phase 3 clinical study of ABP-450 for the treatment of chronic or episodic migraine, and such data indicates achievement of all primary endpoints or (ii) a written notice that the Company has consummated a Change of Control (as defined in each Convertible Note), Daewoong will have the right for thirty (30) days following receipt of either such notice, at Daewoong’s option (the “Optional Conversion”), to convert all (but not less than all) of the remaining outstanding portion of each Convertible Note (subject to any limitations under the rules of NYSE American) into an amount of shares of Common Stock equal to: (i) one and three tenths (1.3) multiplied by (ii) the quotient of (a) the principal amount of each Convertible Note and all accrued and unpaid interest to be converted divided by (b) the volume-weighted average trading per share price of Common Stock over the five (5) trading days prior to the Company’s receipt of Daewoong’s written notice of exercise of the Optional Conversion, provided that such per share price of Common Stock is at least $1.00 per share.

If, as of the date of an Automatic Conversion or Optional Conversion, the Company has not obtained the Stockholder Approval, the Company may redeem any remaining portion of the Convertible Notes that cannot be converted into Common Stock for cash in an amount equal to 130% of such remaining portion of the Convertible Notes (or pay such amount upon maturity of the Convertible Notes).

Each Convertible Note will include a covenant that restricts the Company and the Guarantor’s ability to issue debt securities senior or pari passu to such Convertible Note without Daewoong’s prior written consent. Each Convertible Note will also include a covenant that restricts the Company and the Guarantor’s ability to issue debt securities junior to such Convertible Note except as expressly permitted under the Security Agreement (as defined below).

In connection with the Convertible Notes, the Company and the Guarantor will grant a first-priority security interest on substantially all of their respective assets, other than certain permitted liens described in each Convertible Note. Upon the occurrence and continuation of an event of default, Daewoong is entitled to, among other things, foreclose on the assets that are the subject of the security interest.

The Subscription Agreement contains customary registration rights, representations, warranties, covenants and indemnification obligations of the parties. The representations, warranties and covenants contained in the Subscription Agreement were made only for purposes of the Subscription Agreement and as of specific dates, were made solely for the benefit of the parties to such agreement and are subject to certain important limitations.

Security Agreement and Guaranty

The Convertible Notes are secured by a first priority security interest in substantially all of the Company’s assets and of the assets of the Guarantor, as evidenced by a security agreement (the “Security Agreement”) entered into on March 19, 2024, by and between the Company, AEON Sub and Daewoong, and a guarantee (the “Guaranty”) by AEON Sub of the obligations underlying the Subscription Agreement and each Convertible Note.

Amendment to License and Supply Agreement

On March 19, 2024, the Company entered into a Fourth Amendment to the License and Supply Agreement (the “License Agreement Amendment”) with Daewoong, which amends the Original License Agreement. Pursuant to the terms of the License Agreement Amendment, the Original License Agreement will terminate if, over any six month period, (a) the Company ceases to commercialize ABP-450 in certain territories specified in the Original License Agreement and (b) the Company ceases to advance any clinical studies of ABP-450 in such territories. The License Agreement Amendment also provides that, in the event that the Original License Agreement is terminated for the foregoing reasons, Daewoong will have the right to purchase all Know-How (as defined in the Original License Agreement) related to ABP-450 for a price of $1.00 (the “Termination Purchase Right”). The Termination Purchase Right will terminate and expire upon Daewoong’s sale of 50% of its Common Stock, including Common Stock held by its affiliates and Common Stock that would be issued upon an Automatic Conversion or Optional Conversion described above under the caption Senior Secured Convertible Note Financing.

The foregoing descriptions of the Convertible Notes, the Subscription Agreement, the Security Agreement, the Guaranty and the License Agreement Amendment are qualified in their entirety by reference to the full text of the Form of Convertible Note, Subscription Agreement, Security Agreement, Guaranty and License Agreement Amendment, which are attached to this Current Report on Form 8-K (this “Current Report”) as Exhibits 4.1, 10.1, 10.2, 10.3 and 10.4, respectively, which are incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On March 18, 2024, the Company and ACM ARRT J LLC (“ACM”) entered into a termination agreement (the “ACM Termination Agreement”) terminating that certain Forward Purchase Agreement, dated June 29, 2023, by and among the Company (f/k/a Priveterra Acquisition Corp.), AEON Sub and ACM (the “ACM FPA”). The ACM Termination Agreement provides that (i) ACM will retain 3,100,000 previously issued shares of Common Stock held by ACM pursuant to the ACM FPA and its respective subscription agreement (the “ACM Retained Shares”) and (ii) the Company will be subject to up to $1,500,000 in liquidated damages if it fails to meet certain registration requirements for the ACM Retained Shares, subject to certain conditions set forth in the ACM Termination Agreement.

On March 18, 2024, the Company and Polar Multi-Strategy Fund (“Polar”) entered into a termination agreement (the “Polar Termination Agreement”) terminating that certain Forward Purchase Agreement, dated June 29, 2023, by and among the Company (f/k/a Priveterra Acquisition Corp.), AEON Sub and Polar (the “Polar FPA”). The Polar Termination Agreement provides that (i) Polar will retain 3,175,000 previously issued shares of Common Stock held by Polar pursuant to the Polar FPA and its respective subscription agreement (the “Polar Retained Shares”) and (ii) the Company will be subject to up to $1,500,000 in liquidated damages if it fails to meet certain registration requirements for the Polar Retained Shares, subject to certain conditions set forth in the Polar Termination Agreement.

The foregoing descriptions of the ACM Termination Agreement and the Polar Termination Agreement are qualified in their entirety by reference to the full text of the ACM Termination Agreement and the Polar Termination Agreement, which are attached to this Current Report as Exhibits 10.5 and 10.6, respectively, which are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Report under the caption “Senior Secured Convertible Note Financing” is incorporated into this Item 2.03 by reference in its entirety.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth above in Item 1.01 of this Current Report under the caption “Senior Secured Convertible Note Financing” is incorporated into this Item 3.02 by reference in its entirety. The transactions contemplated by the Subscription Agreement were undertaken in reliance upon an exemption from the registration requirements of Section 4(a)(2) of the Securities Act. The securities issued or issuable pursuant to the Subscription Agreement may not be re-offered or sold in the United States absent an effective registration statement or an exemption from the registration requirements under applicable federal and state securities laws. Any issuance of Common Stock upon conversion of a Convertible Note will be made pursuant to an exemption from registration under the Securities Act solely for the holder’s own account. The maximum number of shares of Common Stock issuable upon conversion of $15.0 million of Convertible Notes, assuming the maximum accrued interest prior to the Maturity Date and consummation of the Automatic Conversion or the Optional Conversion, will be 28,737,150 shares, subject to customary anti-dilution adjustments.

Item 7.01. Regulation FD Disclosure.

On March 19, 2024, the Company issued a press release announcing certain clinical updates, a copy of which is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

The information furnished under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Current Report may be considered forward-looking statements. Forward-looking statements generally relate to future events or AEON’s future financial or operating performance. For example, statements regarding the closing of each installment of the Private Placement, AEON’s expected capital resources and liquidity needs and the anticipated timing of AEON’s clinical results are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "plan", "possible", "forecast", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by AEON and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the outcome of any legal proceedings that may be instituted against AEON or others; (ii) AEON’s future capital requirements, including with respect to potential obligations pursuant to the forward purchase agreements; (iii) AEON’s ability to raise financing in the future; (iv) AEON’s ability to continue to meet continued stock exchange listing standards; (v) the possibility that AEON may be adversely affected by other economic, business, regulatory, and/or competitive factors; and (vi) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s filings with the Securities and Exchange Commission (the "SEC"), which are available on the SEC’s website at www.sec.gov.

Nothing in this Current Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. AEON does not undertake any duty to update these forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.							Description

4.1							Form of Senior Secured Convertible Note, by and among AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc.
10.1							Subscription Agreement, dated March 19, 2024, by and between AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc.
10.2							Security Agreement, dated March 19, 2024, by and among AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc.
10.3							Guaranty, dated March 19, 2024, by and between Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc.
10.4							Fourth Amendment to License and Supply Agreement, dated March 19, 2024, by and between AEON Biopharma, Inc. and Daewoong Pharmaceutical Co., LTD.
10.5							Termination Agreement, dated March 18, 2024, by and between AEON Biopharma, Inc. and ACM ARRT J LLC.
10.6							Termination Agreement, dated March 18, 2024, by and between AEON Biopharma, Inc. and Polar Multi-Strategy Fund.
99.1							Press Release, dated March 19, 2024.
104							Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	AEON Biopharma, Inc.

Date: March 19, 2024	By:	/s/ Marc Forth
		Marc Forth
		Chief Executive Officer

Exhibit 4.1

THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM.

AEON BIOPHARMA, INC.

SENIOR SECURED CONVERTIBLE NOTE

US$[•]‌March [•], 2024

FOR VALUE RECEIVED, AEON Biopharma, Inc., a corporation duly organized and validly existing under the laws of the state of Delaware (the “Borrower”), hereby promises to pay to Daewoong Pharmaceutical Co., LTD., a company duly organized and existing under the laws of the Republic of Korea (the “Holder”), in accordance with this Senior Secured Convertible Note (this “Note”), the principal sum of [•] DOLLARS ($[•]), together with unpaid interest accrued thereon, each due and payable on the dates and in the manner provided herein.

ARTICLE 1

DEFINITIONS; INTERPRETATIONS

Section 1.01Definitions

The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Note shall have the respective meanings specified in this Section 1.01. The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Note as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular. Unless otherwise noted, references to “U.S. Dollars” or “$” shall mean the currency of the United States.

“Administration Expenses” shall have the meaning specified in Section 9.16.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Automatic Conversion Date” shall have the meaning specified in Section 4.03(a)(i).

“Automatic Conversion Obligation” shall have the meaning specified in Section 4.01.

“Automatic Conversion Rate” shall have the meaning specified in Section 4.01.

“Bankruptcy Law” shall have the meaning specified in Section 6.01.

“Borrower” means AEON Biopharma, Inc., a corporation duly organized and existing under the laws of the State of Delaware.

“Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) the equity of such Person, but excluding any debt securities convertible into such equity.

“Cash” or “cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Change of Control” means (i) a consolidation or merger of the Borrower or any of its Subsidiaries with or into any other corporation or other entity or person (other than Holder or its Affiliates), or any other corporate reorganization; (ii) any transaction or series of related transactions to which the Borrower or any of its Subsidiaries is a party in which an excess of 50% of the Borrower’s voting power is transferred (other than pursuant to a Qualified Financing or to Holder or its Affiliates); or (iii) the sale or transfer of all or substantially all of the Borrower’s or any of its Subsidiaries’ assets, or the exclusive license of all or substantially all of the Borrower’s or any of its Subsidiaries’ material intellectual property (other than to Holder or its Affiliates).

“close of business” means 5:00 p.m. (New York City time).

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” has the meaning specified in the Security Agreement.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” means the shares of Class A common stock, par value $0.0001 per share, of the Borrower.

“Conversion Cap” shall have the meaning specified in Section 4.03(g).

“Conversion Date” means, in respect of any conversion of this Note, the related Automatic Conversion Date or Optional Conversion Date, as the case may be.

“Conversion Milestone” shall have the meaning specified in Section 4.02.

“Conversion Obligation” means, in respect of any conversion of this Note, the related Automatic Conversion Obligation or Optional Conversion Obligation, as the case may be.

“Default” means any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.

“Default Rate” is defined in Section 2.05 hereof..

“Dispose” means a sale, lease, assignment, transfer or other disposition.

“Event of Default” shall have the meaning specified in Section 6.01.

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, in each case as amended.

“Financing Closing Date” means, in respect of any Qualified Financing, the funding date of the entire amount of such Qualified Financing.

“Form of Assignment and Transfer” shall mean the “Form of Assignment and Transfer” attached as Attachment 2 to this Note.

“Form of Notice of Conversion” shall mean the “Form of Notice of Conversion” attached as Attachment 1 to this Note.

“Guarantors” means each of (a) the Borrower’s Subsidiaries listed on the signature pages to this Note, (b) any other Subsidiary of the Borrower that becomes a Guarantor in accordance with Section 3.04 and (c) the respective successors and assigns of such Subsidiaries, in each case until such time as any such Subsidiary shall be released and relieved of its obligations pursuant to the Guaranty Agreement.

“Guaranty Agreement” means that certain Guaranty Agreement, dated as of March [•], 2024, by the Guarantors, in favor of the Holder, as the same may be amended, restated, modified, or supplemented from time to time.

“Holder” means Daewoong Pharmaceutical Co., LTD., a company duly organized and existing under the laws of the Republic of Korea, until a successor Person shall replace it pursuant to the applicable provisions of this Note, and thereafter “Holder” shall mean such successor Person.

“Interest Rate” means 15.79% per annum.

“Issue Date” of this Note means the date on which this Note was originally issued or deemed issued as set forth on the face of this Note.

“Lien” means any lien, mortgage, pledge, security interest, charge, or encumbrance of any kind (including any conditional sale or other title retention agreement or any lease in the nature thereof) and any agreement to give or refrain from giving any lien, mortgage, pledge, security interest, charge, or other encumbrance of any kind.

“Maturity Date” shall have the meaning specified in Section 2.01.

“Note” shall have the meaning specified in the preamble.

“Notice of Conversion” shall have the meaning specified in Section 4.03(a)(ii)

“Obligations” means all present and future indebtedness, obligations, and liabilities of the Borrower and each Guarantor to the Holder, and all renewals and extensions thereof (including, without limitation, the principal and interest obligations of the Borrower under this Note and the Guarantees of each Guarantor), or any part thereof, arising pursuant to this Note (including, without limitation, the indemnity provisions thereof), and all interest accruing thereon, and attorneys’ fees or other fees incurred in the enforcement or collection thereof, regardless of whether such indebtedness, obligations, and liabilities are direct, indirect, fixed, contingent, joint, several, or joint and several.

“open of business” means 9:00 a.m. (New York City time).

“Optional Conversion” shall have the meaning specified in Section 4.02.

“Optional Conversion Obligation” shall have the meaning specified in Section 4.02.

“Optional Conversion Rate” shall have the meaning specified in Section 4.02.

“Outstanding,” when used with reference to this Note, shall mean, as of any particular time, any portion of the principal amount of this Note, except:

(i)The portion of this Note that has been paid pursuant to Section 9.14 or Notes in lieu of which, or in substitution for which, other Notes shall have been issued by the Borrower pursuant to the terms of Section 9.14; and

(ii)The portion of this Note converted pursuant to Article 4 and required to be cancelled pursuant to Section 2.04.

“Permitted Liens” shall have the meaning specified in the Security Agreement.

“Person” or “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act or any other entity.

“Qualified Financing” means a bona fide third-party financing by the Borrower in the form of Common Stock or any securities convertible into, or exchangeable or exercisable for, Common Stock (other than pursuant to equity incentive plans of the Borrower where the sale of such securities is registered on Form S-8 under the Securities Act), in one or more transactions or series of related and substantially similar and simultaneous transactions at the same purchase price from third parties unaffiliated with the Holder and its Affiliates, for aggregate gross cash proceeds to the Borrower of at least $30.0 million. For the avoidance of doubt, the participation by the Holder or its Affiliates in a financing shall not disqualify such bona fide third-party financing from being a Qualified Financing.

“Receiver” shall have the meaning specified in Section 6.01.

“Rule 144” means Rule 144 as promulgated under the Securities Act.

“Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder, in each case as amended.

“Security Agreement” means that certain Security Agreement, dated as of March [•], 2024, by and among the Borrower, the Holder and the guarantors thereunder, as the same may be amended, restated, modified, or supplemented from time to time.

“Subscription Agreement” means that certain Subscription Agreement, dated as of March [•], 2024, by and among the Borrower, the Holder and the guarantors thereunder, as the same may be amended, restated, modified, or supplemented from time to time.

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

“UCC” means the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of New York; provided that, to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, the Holder’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

“United States” means the United States of America.

ARTICLE 2

ISSUE, DESCRIPTION AND EXECUTION

Section 2.01Maturity Date. Subject to Section 6.02, all outstanding principal and accrued and unpaid interest on this Note shall be due and payable, in full, on March [•], 2027 (the “Maturity Date”), except to the extent earlier repurchased, redeemed or converted pursuant to the terms hereof.

Section 2.02Interest. This Note shall accrue interest daily at a rate equal to the Interest Rate on the unpaid principal amount of this Note, from and including the Issue Date, to, but excluding, the date of payment of such principal amount in full in cash. Interest is payable in arrears on the Maturity Date and thereafter on demand. Interest on this Note shall be

computed on the basis of a 360-day year for the actual number of days elapsed. Interest shall be paid by wire transfer of immediately available funds to an account designated by the Holder. In the event that any amounts payable under this Note are not paid when due, interest shall accrue on all such amounts, in accordance with Section 3.01(a), including any unpaid principal or interest from and including the date such overdue amounts were originally due to the date payment of such amounts has been made in cash. All such interest shall be payable upon demand.

Section 2.03Payment of Note. All payments due under this Note shall be paid in lawful money of the United States. All payments shall be made by wire transfer of immediately available funds to an account designated in writing by the Holder. If an interest, principal or other payment date is other than a Business Day (as defined herein), such payment shall be made on the next succeeding Business Day except that if the Maturity Date is not on a Business Day then such payment shall be made on the immediately preceding Business Day. All payments shall be applied first, to all fees, charges and expenses owing to Holder under this Note, second, to all accrued and unpaid interest hereon and third, to principal hereof.

Section 2.04Cancellation of Portion of Note Paid, Repurchased, Redeemed or Converted. For so long as this Note remains outstanding, the unpaid principal balance of this Note shall be cancelled to the extent of any payment, repurchase, redemption or conversion.

Section 2.05Default Interest. If any payment of principal under this Note is not made on the date such payment is due (whether becoming due as scheduled or by acceleration), the Note shall accrue simple interest daily from and including the day after the payment due date to but excluding the date of payment of such amount (or conversion thereof) at a rate equal to twenty-five percent (25%) per annum (the “Default Rate”) (in lieu of the Interest Rate noted in Section 6.02 above).

ARTICLE 3

PARTICULAR COVENANTS OF THE BORROWER

Section 3.01Payment of Principal and Interest.

(a)The Borrower shall make all payments in respect of this Note on the dates and in the manner provided in this Note. The Borrower shall, to the fullest extent permitted by law, pay interest in immediately available funds on any overdue principal amount and interest at the annual rate borne by this Note compounded semiannually, which interest shall accrue from and including the date such overdue amount was originally due to the date of payment in cash of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand.

(b)Payment of the principal of and interest, if any, on this Note shall be made in such immediately available coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts by wire transfer payable in such money.

Section 3.02Corporate Existence. The Borrower shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and rights (charter and statutory).

Section 3.03No Liens. The Borrower and each Guarantor shall not, and each shall not permit any of their respective Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien, other than Permitted Liens, upon any of their respective property or assets, whether now owned or hereafter acquired.

Section 3.04Additional Guarantors. From and after the Issue Date, the Borrower shall cause each of the Borrower’s Subsidiaries to, within 30 days of becoming a Subsidiary of the Borrower, execute and deliver to the Holder a joinder to the Guaranty Agreement pursuant to which such Subsidiary shall become a Guarantor hereunder.

Section 3.05Borrower Reporting Obligations.

(a)The Borrower covenants that it shall take such action as the Holder may reasonably request to the extent required from time to time to enable the Holder to resell or otherwise dispose of this Note or shares of Common Stock issuable upon conversion hereof without registration under the Securities Act within the limitation of the exemptions provided by Rule 144, including providing any customary legal opinions.

(b)The Borrower shall deliver to the Holder, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that the Borrower is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that the Borrower files with the Commission via the Commission’s EDGAR system shall be deemed to be delivered to the Holder for purposes of this Section 3.05 at the time such documents are filed via the EDGAR system.

Section 3.06Transfers. In case this Note or any portion hereof shall be transferred by the Holder, with delivery of a duly completed Form of Assignment and Transfer by the Holder to the Borrower, the Borrower shall promptly upon written request (and in any event, within two Business Days) execute and deliver to (a) the Holder a new Note in authorized denominations in an aggregate principal amount equal to the portion of this Note not transferred and (b) each such transferee a new Note in authorized denominations in an aggregate principal amount equal to the portion of this Note so transferred to such transferee, without payment of any service charge by the Holder or any such transferee but, if required by the Borrower, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Note being different from the name of the Holder of the old Note.

Section 3.07Indebtedness. This Note will rank senior in right of payment to all current and future indebtedness of the Borrower and the Guarantor. Other than with the prior written consent of the Holder, the Borrower and the Guarantor shall not incur any indebtedness that would be senior or pari passu with this Note or the Guaranty and shall not incur any junior indebtedness except as is expressly permitted under the Security Agreement.

ARTICLE 4

COVERSION AND REDEMPTION OF NOTE

Section 4.01Automatic Conversion upon a Qualified Financing. If, prior to the Maturity Date, the Borrower consummates a transaction or event that constitutes a Qualified Financing, then, upon written notice thereof to the Holder by the Borrower, on the Financing Closing Date, this Note shall automatically convert in whole (subject to Section 4.03(g)) without any further action by the Holder into a number of shares of Common Stock equal to: (i) one and three tenths (1.3) multiplied by (ii) the quotient of (a) the principal amount of this Note and all accrued and unpaid interest to be converted divided by (b) the per share price of the Common Stock sold in the Qualified Financing, provided that such per share price of Common Stock shall be at least $1.00 per share (the “Automatic Conversion Rate”), subject to, and in accordance with, the settlement provisions of Section 4.03 (the “Automatic Conversion Obligation”).

Section 4.02Optional Conversion upon a Conversion Milestone or Change of Control Notice. If, prior to the Maturity Date, the Borrower provides (i) written notice to the Holder that it has publicly announced Topline Clinical Data (as defined below) regarding its Phase 3 clinical study of ABP-450 for the treatment of chronic or episodic migraine, provided that such data indicates achievement of all Primary Endpoints (as defined below) (the “Conversion Milestone”) or (ii) a Change of Control Notice (as defined below), the Holder shall have the right for thirty (30) days following receipt of either such notice, at the Holder’s option (the “Optional Conversion”), to convert all but not less than all of the remaining outstanding portion of this Note (subject to Section 4.03(g)) into a number of shares of Common Stock equal to: (i) one and three tenths (1.3) multiplied by (ii) the quotient of (a) the principal amount of this Note and all accrued and unpaid interest to be converted divided by (b) the volume-weighted average trading per share price of the Common Stock over the five (5) trading days prior to the Borrower’s receipt of the Holder’s written notice of exercise of the Optional Conversion, provided that such per share price of Common Stock shall be at least $1.00 per share (the “Optional Conversion Rate”), subject to, and in accordance with, the settlement provisions of Section 4.03 (the “Optional Conversion Obligation”).

As used herein, “Topline Clinical Data” means summary of demographic data, the data for the primary endpoint(s), the data for any secondary endpoint(s), if such secondary endpoint(s) are applicable, and a summary of safety data, in each case which are based on an unblinded, locked database and wherein all data are collected in a 21 CFR 11 validated database with a complete audit trail. As used herein, “Primary Endpoints” means the main result that is measured at the end of a clinical trial to determine whether a given treatment has worked (e.g., the difference in survival between a treatment group and a control group), which shall be predefined in the protocol for such clinical trial.

Section 4.03Conversion Procedure; Settlement upon Conversion.

(a)

Conversions Pursuant to Section 4.01.

(i)Subject to this Section 4.03(g), upon conversion of this Note pursuant to Section 4.01, the Borrower shall deliver to the Holder, in respect of the amount of this Note being converted, a number of shares of Common Stock derived by application of the Automatic Conversion Rate pursuant to Section 4.01, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with Section 4.04, on the second Business Day immediately following the relevant Automatic Conversion Date (as defined below). This Note shall be deemed to have been converted immediately prior to the close of business on the date that the Holder has complied with the requirements set forth in Section 4.03(a)(ii)(1) and (2) (the “Automatic Conversion Date”). If any shares of Common Stock are due to the Holder pursuant to this Section 4.03(a)(i), the Borrower shall issue or cause to be issued, and deliver to the Holder certificates with restrictive legend (or book-entry with restricted security notation on the books of the Borrower’s transfer agent, as applicable) for the full number of shares of Common Stock to which the Holder shall be entitled in satisfaction of the Automatic Conversion Obligation. The Person in whose name the certificate with restrictive legend (or book-entry with restricted security notation on the books of the Borrower’s transfer agent, if applicable) for any shares of Common Stock delivered upon conversion pursuant to this Section 4.03(a)(i) is registered shall be treated as a shareholder of record as of the close of business on the relevant Automatic Conversion Date.

(ii)To effectuate the conversion of this Note pursuant to Section 4.01, the Holder shall (1) complete, manually sign and deliver an irrevocable notice to the Borrower as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) to the Borrower and state in writing therein the amount of this Note to be converted and the name or names (with addresses) in which the Holder wishes the certificate or certificates with restrictive legend (or book-entry with restricted security notation on the books of the Borrower’s transfer agent) for any shares of Common Stock to be delivered upon settlement of the Automatic Conversion Obligation to be registered, (2) surrender this Note or an electronic version or copy thereof, duly endorsed to the Borrower or in blank (and accompanied by appropriate endorsement and transfer documents), to the Borrower, and (3) if reasonably required, furnish such endorsements and transfer documents reasonably requested by Borrower.

(b)

Conversions Pursuant to Section 4.02.

(i)Subject to this Section 4.03(g), upon conversion of this Note pursuant to Section 4.02, the Borrower shall deliver to the Holder, in respect of the amount of this Note being converted, a number of shares of Common Stock derived by application of the Optional Conversion Rate pursuant to Section 4.02, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with Section 4.04, on the second Business Day immediately following the relevant Optional Conversion Date (as defined below). This Note shall be deemed to have been converted immediately prior to the close of business on the date that the Holder has complied with the requirements set forth in Section 4.03(b)(ii)(1) and (2)(the “Optional Conversion Date”). If any shares of Common Stock are due to the Holder pursuant to this Section 4.03(b)(i), the Borrower shall issue or cause to be issued, and deliver to the Holder

certificates with restrictive legend (or book-entry with restricted security notation on the books of the Borrower’s transfer agent, as applicable) for the full number of shares of Common Stock to which the Holder shall be entitled in satisfaction of the Optional Conversion Obligation. The Person in whose name the certificate with restrictive legend (or book-entry with restricted security notation on the books of the Borrower’s transfer agent, if applicable) for any shares of Common Stock delivered upon conversion pursuant to this Section 4.03(b)(i) is registered shall be treated as a shareholder of record as of the close of business on the relevant Optional Conversion Date.

(ii)To effectuate conversion of this Note pursuant to Section 4.02, the Holder shall (1) complete, manually sign and deliver a Notice of Conversion to the Borrower and state in writing therein the amount of this Note to be converted and the name or names (with addresses) in which the Holder wishes the certificate or certificates with restrictive legend (or book-entry with restricted security notation on the books of the Borrower’s transfer agent) for any shares of Common Stock to be delivered upon settlement of the Optional Conversion Obligation to be registered, (2) surrender this Note or an electronic version or copy thereof, duly endorsed to Borrower or in blanks (and accompanied by appropriate endorsement and transfer documents), to the Borrower, and (3) if reasonably required, furnish such endorsements and transfer documents reasonably requested by Borrower.

(c)In the case of a partial conversion of this Note due to the Conversion Cap (as defined below), the Borrower shall execute and deliver to the Holder a new Note in authorized denominations in an aggregate principal amount equal to the unconverted portion of this Note, without payment of any service charge by the Holder but, if required by the Borrower, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Note issued upon such conversion being different from the name of the Holder of the old Note surrendered for such conversion.

(d)No adjustment shall be made for dividends on any shares of Common Stock issued prior to the Automatic Conversion Date or Optional Conversion Date, as applicable, upon conversion of this Note as provided in this Article 4.

(e)Provisions of this Section 4.03 that apply to conversion of this entire Note also apply to conversion of a portion of this Note.

(f)Any Conversion Obligation with respect to this Note shall be computed on the basis of the aggregate amount of this Note then outstanding (or specified portions thereof to the extent permitted thereby) so converted.

(g)Notwithstanding Sections 4.01 and 4.02, upon conversion of this Note pursuant to Section 4.01 or Section 4.02, the Borrower shall only issue the maximum number of shares of Common Stock that is permitted under the rules of NYSE American (or such other securities exchange on which the Common Stock is then listed for trading) without obtaining Borrower stockholder approval (such maximum number of shares, the “Conversion Cap”). The foregoing limitation shall not apply if the Borrower’s stockholders have approved an issuance hereunder in excess of the Conversion Cap in accordance with the rules of NYSE American or such other securities exchange, as applicable.

(h)Upon any conversion, simultaneously with the Borrower’s settlement of the applicable Conversion Obligation, the Borrower shall pay to the Holder a cash payment representing any accrued and unpaid interest not included in determining the amount of this Note being converted, if any, to, but excluding, the relevant Conversion Date.

(i)Notwithstanding anything to the contrary in this Note, if any portion of this Note remains outstanding following an Automatic Conversion pursuant to Section 4.01 or Optional Conversion pursuant to Section 4.02, in each case due to a Conversion Cap, then the Borrower shall have the right to redeem such remaining portion of this Note for cash (but not less than all such remaining portion) at an amount equal to 130% of such remaining portion of this Note. In case the Borrower exercises such right to redeem such portion of this Note, it shall deliver to the Holder an irrevocable written notice not less than five (5) nor more than twenty (20) calendar days prior to the date of redemption, which notice shall specify the date for redemption and the price for redemption. On such date of redemption, the redemption price will become due and payable, and interest shall cease to accrue on or after such date.

Section 4.04Fractional Shares. The Borrower shall not issue any fractional share of Common Stock upon conversion of this Note and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the purchase price of each share of Common Stock paid by the investors in the relevant Qualified Financing on the relevant Automatic Conversion Date (in the case of Common Stock delivered in respect of any Automatic Conversion Obligation) or the volume-weighted average trading price per share price of the Common Stock over the five (5) trading days prior to the Notice of Conversion (in the case of Common Stock delivered in respect of any Optional Conversion Obligation).

Section 4.05Taxes on Conversion. Except as provided in the next sentence, the Borrower shall pay any and all documentary, stamp or similar issue or transfer tax due and duties on the issuance of Common Stock upon conversion, return, or reissue of this Note pursuant hereto. The Holder shall be liable for and shall be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue and delivery of Common Stock in a name other than that of the Holder, and no such issue or delivery shall be made unless the Person requesting such issue has paid to the Borrower the amount of any such tax or duty, or has established to the satisfaction of the Borrower that such tax or duty has been paid.

Section 4.06Redemption upon a Change of Control. If the Borrower consummates a Change of Control while this Note remains outstanding, at the effective time of such Change of Control, unless the Holder has delivered a Notice of Conversion within ten (10) calendar days of receipt of a Change of Control Notice (as defined below), the remaining portion of this Note shall be automatically redeemed for cash by the Borrower, in an amount equal to 130% of such remaining portion of this Note plus any unpaid accrued interest. The Borrower shall deliver to the Holder a written notice (a “Change of Control Notice”) not less than twenty (20) calendar days prior to the effective date of such Change of Control, which notice shall specify the date for redemption and the price for redemption. On such date of redemption, the redemption price shall be paid by Borrower, with amounts so paid first applied to any and all then accrued and outstanding interest hereunder and then to the

principal amount hereof. Any redemption pursuant to this paragraph in connection with a Change of Control shall be subject to any required tax withholdings in accordance with Section 7.01. If the Holder has delivered a Notice of Conversion on or prior to such tenth calendar day after receipt of a Change of Control Notice, then the terms of Section 4.02 shall apply with the Optional Conversion to become effective immediately prior to, but subject to, consummation of the Change of Control The Borrower shall, as part of any such Change of Control, cause the counterparty thereto to become bound, in favor of Holder, by the terms of this Note.

ARTICLE 5

SECURITY

Section 5.01Grant of Security. The Borrower’s performance of its obligations hereunder and Guarantors’ performance of their obligations in respect hereof is secured by a security interest in the Collateral specified in the Security Agreement.

ARTICLE 6

DEFAULT AND REMEDIES

Section 6.01Events of Default. The occurrence of any one or more of the following events shall constitute an event of default (hereinafter “Event of Default”) under this Note:

(a)the Borrower fails to pay when due the principal of this Note and accrued and unpaid interest at the Maturity Date or upon redemption pursuant to Section 4.03 hereof;

(b)the Borrower fails to deliver consideration due in respect of its Conversion Obligation upon conversion of this Note within the time periods specified in Section 4.03;

(c)the Borrower fails to perform or observe any other term, covenant or agreement contained in this Note;

(d)default by the Borrower or any Subsidiary of the Borrower with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for borrowed money in excess of $1,000,000 in the aggregate of the Borrower and/or any such Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable, (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise or (iii) otherwise, which such default is not cured or remedied within the time prescribed by its governing documents or if no time is prescribed within twenty (20) Business Days;

(e)a final judgment or judgments for the payment of $1,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered by insurance) in the aggregate rendered against the Borrower or any Subsidiary of the Borrower, which judgment is not discharged, bonded, paid, waived or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;

(f)an involuntary case or other proceeding shall be commenced against the Borrower, any Guarantor or any Subsidiary seeking liquidation, reorganization or other relief with respect to the Borrower, such Guarantor or any Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Borrower, such Guarantor or any Subsidiary or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 30 consecutive days;

(g)the Borrower, any Guarantor or any Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(i)commences as a debtor a voluntary case or proceeding;

(ii)consents to the entry of an order for relief against it in an involuntary case or proceeding or the commencement of any case against it;

(iii)consents to the appointment of a Receiver of it or for all or substantially all of its property;

(iv)makes a general assignment for the benefit of its creditors;

(v)files a petition in bankruptcy or answer or consent seeking reorganization or relief; or

(vi)consents to the filing of such a petition or the appointment of or taking possession by a Receiver;

(h)the Guaranty Agreement shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Guarantor, or any Person acting on its behalf, shall deny or disaffirm its obligations under the Guaranty Agreement;

(i)the Security Agreement shall, for any reason, fail or cease to create, to the extent contemplated pursuant to the terms hereunder, a valid and perfected first-priority Lien on any material portion of the Collateral;

(j)the Security Interest granted on any of the Collateral under this Note shall be determined to be void, voidable or invalid, are subordinated or are not given the priority contemplated by this Note;

(k)any representation or warranty made by the Borrower or any Guarantor to the Holder herein, in the Subscription Agreement or in the Security Agreement is incorrect in any material respect on the date as of which such representation or warranty was made; or

(l)any defaults in the performance of any covenant under Subscription Agreement, the Guaranty Agreement or the Security Agreement, that certain License and Supply Agreement dated as of December 20, 2019 by and between the Borrower and the Holder, as amended, or any instrument executed and delivered in connection therewith.

Upon the occurrence of an Event of Default, the Borrower shall give the Holder prompt written notice of the occurrence of such Event of Default.

The term “Bankruptcy Law” means Title 11 of the United States Code (or any successor thereto) or any similar federal or state law for the relief of debtors. The term “Receiver” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

Section 6.02Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 6.01(g) or Section 6.01(h) hereof in respect of the Borrower or any Guarantor) occurs and is continuing, the Holder may declare this Note due and payable at its principal amount plus any accrued and unpaid interest, and thereupon the Holder may, at its discretion, proceed to protect and enforce its rights by the appropriate judicial proceedings. Such declaration may be rescinded and annulled by the written consent of the Holder.

If an Event of Default specified in Section 6.01(g) or Section 6.01(h) hereof in respect of the Borrower or any Guarantor occurs and is continuing, then all unpaid principal of, and accrued and unpaid interest on, this Note that is Outstanding shall become immediately due and payable, without any declaration or other act on the part of the Holder.

Section 6.03Other Remedies.

(a)If an Event of Default occurs and is continuing, the Holder may (i) pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, or interest on, this Note or to enforce the performance of any provision of this Note, (ii) exercise on behalf of itself all rights and remedies available to it under this Note, (iii) enter premises where Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its Security Interest and pay all expenses incurred, (iv) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, realize and sell the Collateral, (v) have any then existing clinical trials transferred to Holder as further set forth in that certain Consent Regarding Clinical Trial Agreements by and among Holder, Aeon Biopharma Sub, Inc. and PPD, Inc. and/or (v) exercise all rights and remedies available to the Holder under this Note, the Security Agreement, the Guaranty, and at law or equity, including all remedies provided under the UCC (including disposal of the Collateral pursuant to the terms thereof) or other applicable law.

(b)The Borrower and each Guarantor grants the Holder (i) a license to enter and occupy any of its premises, without charge, to exercise any of the Holder’s rights or remedies upon the occurrence and during the continuance of an Event of Default and (ii) a non-exclusive, royalty-free license and right to use the labels, Patents, Copyrights, mask works, trade secrets, Trademarks, and advertising matter, or any similar property as it pertains to the Collateral, solely in completing production of, advertising for sale, and selling any Collateral and solely in connection with the Holder’s exercise of its rights under this Article 6.

Section 6.04Waiver of Past Defaults. The Holder may, in its sole and absolute discretion, waive an existing Default or Event of Default. Upon any such waiver, such Default shall cease to

exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Note; provided, however, that no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05Unconditional Right of Holder to Receive Payment and to Convert. Notwithstanding any other provision in this Note, the Holder of this Note shall have the right, which is absolute and unconditional, to receive payment of the principal amount and interest in respect of this Note, on or after the respective due dates expressed in this Note, and to convert this Note in accordance with Article 4, and to bring suit for the enforcement of any such payment on or after such respective due dates or for the right to convert in accordance with Article 4.

Section 6.06[Reserved].

Section 6.07Rights and Remedies Cumulative. No right or remedy conferred in this Note upon or reserved to the Holder of this Note is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.08Delay or Omission Not Waiver. No delay or omission of the Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or any acquiescence therein. Every right and remedy given by this Article 6 or by law to the Holder may be exercised from time to time, and as often as may be deemed expedient, by the Holder.

Section 6.09Waiver of Stay or Extension Laws. The Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead, or in any manner whatsoever claim to take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Note; and the Borrower (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Holder, but shall suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 7

TAX TREATMENT

Section 7.01Tax Treatment. Each of the Borrower and the Holder agree to treat this Note as debt for U.S. federal and other applicable income tax purposes and to perform all tax reporting, withholding and other tax compliance in manner consistent with such treatment unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. Payments and deliveries under this Note shall be made net of any applicable withholding tax (and, for the avoidance of doubt, such withheld amounts shall

be treated for all purposes of this Note as having been paid to the person in respect of whom such withholding was made).

ARTICLE 8

GUARANTEE

Section 8.01The Borrower’s performance of its obligations hereunder are jointly and severally, unconditionally guaranteed by each Guarantor pursuant to the Guaranty Agreement.

ARTICLE 9

MISCELLANEOUS

Section 9.01Notices. All notices and other communications given or made pursuant to this Note shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or refusal, when given by (a) personal delivery to the party to be notified, (b) electronic mail or facsimile during normal business hours of the recipient, with verification of receipt, and if not sent during normal business hours, then on the recipient’s next Business Day, (c) registered or certified mail, return receipt requested, postage prepaid, or (d) nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth below:

If to the Holder:

Daewoong Pharmaceutical Co., LTD.

12, Bongeunsa-ro 114, Gangnam-gu, Seoul

Attn: Seongsoo Park, Executive Vice President

Tel: +82 10 5119 6484

Email: yann@daewoong.co.kr

with a copy (which shall not constitute notice) to:

Brown Rudnick LLP

One Financial Center

Boston, Massachusetts 02111

Tel: (617) 856-8569

Attn: Andrew P. Strehle

Email: astrehle@brownrudnick.com

and

Brown Rudnick LLP

One Financial Center

Boston, Massachusetts 02111

Tel: (617) 856-8114

Attn: Jennifer Ihns Charles

Email: jcharles@brownrudnick.com

If to the Borrower or to any Guarantor:

AEON Biopharma, Inc.
5 Park Plaza, Suite 1750

Irvine, CA 92614

Tel: (949) 354-6499

Attention: Chief Executive Officer, Chief Legal Officer

E-Mail: mf@aeonbiopharma.com; aw@aeonbiopharma.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

Town Center Drive, 20^th Floor

Costa Mesa, CA 92626-1925

Tel: (714) 755-8008

Attn: Shayne Kennedy; Drew Capurro

Email: Shayne.Kennedy@lw.com; Drew.Capurro@lw.com

Any party may change the address for notices by providing written notice to the party in accordance with this Section 9.01. Any notice sent by electronic mail shall only be valid if an original of such notice was subsequently received by the notified party, in which case such notice shall be deemed received at such time specified above. Any such notice may be given on behalf of a party hereto by such party’s counsel, or by any other person authorized in writing by such party.

Section 9.02Counterparts. This Note may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Section 9.03GOVERNING LAW; Jurisdiction. THIS NOTE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE GUARANTEES INCLUDED HEREIN) AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE GUARANTEES INCLUDED HEREIN), SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS THEREOF TO THE EXTENT THAT SUCH PROVISIONS WOULD RESULT IN THE SELECTION OF THE LAW OF A DIFFERENT JURISDICTION AS THE GOVERNING LAW OF THIS NOTE.

Section 9.04Each party hereto irrevocably consents and agrees that any legal action, suit or proceeding with respect to obligations, liabilities or any other matter arising out of or in connection with this Note (including, for the avoidance of doubt, the Guarantees included herein) may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts

due and to become due in respect of this Note have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues.

Section 9.05Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Note (including, for the avoidance of doubt, the Guarantees included herein) brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 9.06WAIVER OF JURY TRIAL. EACH OF THE BORROWER, EACH GUARANTOR AND THE HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE GUARANTEES INCLUDED HEREIN).

Section 9.07Legal Holidays. In any case where any Conversion Date or Maturity Date is not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken on the next succeeding Business Day with the same force and effect as if taken on such date, and no interest shall accrue for the period from and after such date.

Section 9.08Benefits of Note. Nothing in this Note, expressed or implied, shall give to any Person, other than the parties hereto, any benefit or any legal or equitable right, remedy or claim under this Note.

Section 9.09Headings. The headings of the sections of this Note are inserted for convenience only and shall not be deemed to constitute a part hereof.

Section 9.10Successors and Assigns. Subject to the limitations contained herein, this Note shall be binding upon the Borrower, and its respective successors and assigns (including by merger, consolidation, amalgamation or otherwise), and shall inure to the benefit of the Holder, and its designees, successors and assigns. This Note may not be assigned by the Borrower without the prior written consent of the Holder, in Holders sole and absolute discretion, and any attempted assignment without such consent shall be null and void.

Section 9.11Registered Form. This Note is registered with respect to principal and interest and any transfer of this Note may be effected only by the surrender of this Note to the Borrower and either the reissuance of this Note by the Borrower and/or the issuance of a new Note by the Borrower to the transferee.

Section 9.12Amendment; Waiver. The terms and conditions of this Note shall not be amended, changed, terminated or waived except by a writing, duly executed by the Borrower and the Holder. Upon the effectuation of such amendment, change, termination or waiver with the consent of the Holder in conformance with this Section 9.12, such amendment, change, termination or waiver shall be effective as to, and binding against the Holder of this Note and the holders of all of the Senior Secured Convertible Notes issued pursuant to the Subscription Agreement. The Borrower shall promptly give written notice of any such amendment, change, termination or waiver to the Holder if the Holder has not previously consented to such amendment, change, termination or waiver in writing; provided that the failure to give such notice shall not affect the validity of such amendment, change, termination or waiver. Notwithstanding the foregoing (a) if any amendment, change, termination or waiver materially and adversely treats one or more holders of the Senior Secured Convertible Notes issued pursuant to the Subscription Agreement in a manner that is disproportionate to such treatment of all other holders, such amendment, change, termination or waiver shall also require the written consent of holders disproportionately treated and (b) no such amendment, change, termination or waiver shall (i) make any change to this Section 9.12, (ii) reduce the amount of Senior Secured Convertible Notes whose holders must consent to an amendment, change, termination or waiver, (iii) reduce the rate of or extend the stated time for payment of interest on this Note, (iv) reduce the principal of or extend the Maturity Date of this Note, (v) make any change that amends, changes, terminates or otherwise affects the conversion rights of this Note, or (vi) amend, change, terminate or otherwise modify the Guaranty Agreement or the Security Agreement, in each case, without the written consent of the Holder.

Section 9.13Severability. In the event any one or more of the provisions contained in this Note shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

Section 9.14Lost, Mutilated or Stolen Note. Upon receipt of evidence reasonably satisfactory to the Borrower of the loss, theft, destruction or mutilation of this Note, the Borrower will execute and deliver, in lieu thereof, a new Note containing the same terms as this Note, dated so that there will be no loss of interest on such lost, stolen, destroyed or mutilated Note. Any Note in lieu of which any such new Note has been so executed and delivered by the Borrower shall not be deemed to be an Outstanding Note for any purpose.

Section 9.15Calculations. Except as explicitly stated herein, the Borrower shall be responsible for making all calculations required pursuant to this Note, including, without limitation, calculations with respect to determinations of the accrued interest payable on this Note, the Automatic Conversion Rate and the Optional Conversion Rate. The Borrower shall make all such calculations in good faith and, absent manifest error, the Borrower’s calculations shall be binding on the Holder. The Borrower shall provide a written schedule of such calculations to the Holder upon the Holder’s written request.

Section 9.16Expenses. The Borrower shall reimburse the Holder promptly upon written request for all reasonable and documented out-of-pocket costs, expenses, and fees (including reasonable expenses and fees of its external counsel) incurred by the Holder in connection with the administration of this Note, the Subscription Agreement, the Guaranty Agreement, and the Security Agreement and the enforcement of the Noteholder’s rights hereunder and thereunder (the “Administration Expenses”); for the avoidance of doubt, such Administration Expenses shall not include any costs, expenses or fees (of the Holder or its external counsel) incurred prior to the date of the Subscription Agreement.

Section 9.17Integration. This Note, the Subscription Agreement, the Guaranty and the Security Agreement constitute the entire contract between the Parties with respect to the subject matter hereof and thereof and, in each case, supersede all previous agreements and understandings, oral or written, with respect thereto.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have executed this Senior Secured Convertible Note as of the date first set forth above.

BORROWER AEON BIOPHARMA, INC.
By:
	Name:
	Title:

GUARANTOR AEON BIOPHARMA SUB, INC.
By:
	Name:
	Title:

HOLDER DAEWOONG PHARMACEUTICAL CO., LTD.
By:
	Name:
	Title:

ATTACHMENT 1

[FORM OF NOTICE OF CONVERSION]
Senior Secured Convertible Note

To:AEON Biopharma, Inc.

Pursuant to Section 4.01 of that certain Senior Secured Convertible Note dated as of March [__], 2024, in the original principal amount of [$___________] issued by the Borrower (as defined below) in favor of the undersigned registered owner (as amended, restated, modified or supplemented prior to the date hereof, the “Note”), the undersigned registered owner of the Note hereby exercises the option to convert the Note, or the portion hereof, below designated, and AEON Biopharma, Inc. (the “Borrower”), shall deliver shares of Common Stock, together with a cash payment, if applicable, in lieu of delivering any fractional share of Common Stock (as defined in the Note), in accordance with the terms of the Note and accrued and unpaid interest on the converted principal amount of the Note to, but excluding, the Conversion Date (as defined in the Note), and directs that any consideration issuable and deliverable upon such conversion, and the portion of the Note representing any unconverted principal amount hereof and accrued and unpaid interest thereon, be issued and delivered to the Holder unless a different name has been indicated below. If any shares of Common Stock or any portion of the Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.

Date:
			Signature(s)

Fill in for registration of shares if to be issued, and Note if to be delivered, other than to and in the Holder:

(Name)

(Street Address)

(City, State and Zip Code
Please print name and address

Amount to be converted (if less than all): $______________________

NOTICE: The above signature(s) of the Holder hereof must correspond with the name as written upon the face of this Note in every particular without alteration or enlargement or any change whatever.

Social Security or Other Taxpayer

Identification Number

ATTACHMENT 2

[FORM OF ASSIGNMENT AND TRANSFER]

For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or Taxpayer Identification Number of assignee) that certain Senior Secured Convertible Note dated as of March [__], 2024, in the original principal amount of [$___________] issued by AEON Biopharma, Inc. in favor of the undersigned registered owner (as amended, restated, modified or supplemented prior to the date hereof, the “Note”),, and hereby irrevocably constitutes and appoints attorney to transfer the Note on the books of the Borrower, with full power of substitution in the premises.

In connection with any transfer of the within Note, the undersigned shall comply with the requirements of this Note applicable to such transfer and confirms that this Note is being transferred:

☐

To AEON Biopharma, Inc. or a subsidiary thereof; or

☐

Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or

☐

Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended; or

☐

Pursuant to another available exemption from registration under the Securities Act of 1933, as amended.

Date:


Signature(s)

NOTICE: The signature on the assignment must correspond with the name as written upon the face of this Note in every particular without alteration or enlargement or any change whatever.

Exhibit 10.1

AEON BIOPHARMA, INC.

SENIOR SECURED CONVERTIBLE NOTES DUE 2027

SUBSCRIPTION AGREEMENT

March 19, 2024

TABLE OF CONTENTS

Page

Article 1
Authorization and Sale of
the note securities

Section 1.01 Authorization of the Note Securities.‌1

Section 1.02 Sale of the Note Securities.‌1

Section 1.03 Use of Proceeds.‌2

Article 2
Closing Date; Delivery

Section 2.01 Closing Dates.‌2

Section 2.02 Delivery and Payment.‌4

Article 3
Representations and Warranties of the Company and the guarantors

Section 3.01 Organization and Standing.‌4

Section 3.02 Corporate Power.‌4

Section 3.03 Governmental Consents, Etc.‌5

Section 3.04 Noncontravention.‌5

Section 3.05 Authorization.‌6

Section 3.06 The Note Securities.‌6

Section 3.07 Underlying Common Stock.‌6

Section 3.08 Security Interest.‌6

Section 3.09 SEC Reports.‌7

Section 3.10 Capitalization.‌7

Section 3.11 Litigation.‌8

Section 3.12 Registration Rights.‌8

Section 3.13 Placement.‌8

Section 3.14 Internal Controls.‌9

Section 3.15 Certain Transactions.‌9

Section 3.16 Absence of Certain Changes.‌9

Section 3.17 Acknowledgment Regarding Purchaser's Purchase of Securities.‌9

Section 3.18 Related Party Transaction.‌10

Section 3.19 Transactions Not Enjoined.‌10

Article 4
Representations and Warranties of the Purchasers

Section 4.01 Organization and Standing.‌10

Section 4.02 Authorization.‌11

Section 4.03 Noncontravention.‌11

Section 4.04 Accredited Investor.‌11

Section 4.05 No Government Review.‌11

Section 4.06 Investment Experience.‌12

Section 4.07 Investment Intent; Blue Sky.‌12

Section 4.08 Rule 144.‌12

Section 4.09 Restrictions on Transfer; Restrictive Legends.‌12

Section 4.10 Access to Information.‌12

Section 4.11 No General Solicitation.‌13

Section 4.12 Purchaser’s Counsel.‌13

Section 4.13 Tax Liability.‌13

Article 5
Covenants

Section 5.01 Transfer Restrictions; Legends.‌13

Section 5.02 Confidentiality; MNPI.‌13

Section 5.03 Securities Law Disclosure.‌14

Section 5.04 Section 16 Matters.‌14

Section 5.05 Registration Rights.‌15

Section 5.06 Board Appointment Rights.‌17

Section 5.07 Stockholder Approval.‌18

Section 5.08 Budget Report.‌18

Section 5.09 Financial Reports.‌18

Section 5.10 Certain Covenants of the Company.‌18

Section 5.11 Clinical Research Organizations.‌19

Article 6
INDEMNIFICATION

Section 6.01 Survival of Representations and Warranties.‌19

Section 6.02 Indemnification.‌19

Article 7
Miscellaneous

Section 7.01 Entire Agreement; Amendment; Assignment.‌20

Section 7.02 Notices.‌20

Section 7.03 Governing Law.‌21

Section 7.04 Jurisdiction.‌21

Section 7.05 WAIVER OF JURY TRIAL.‌21

Section 7.06 Delays or Omissions.‌22

Section 7.07 Finder’s Fees.‌22

Section 7.08 Expenses.‌22

Section 7.09 Counterparts.‌22

Section 7.10 Severability.‌22

Section 7.11 Titles and Subtitles.‌23

EXHIBIT A

Form of Note

EXHIBIT B

Form of Fourth Amendment to License and Supply Agreement

EXHIBIT C

Form of PPD Consent

AEON BIOPHARMA, INC.

SENIOR SECURED CONVERTIBLE NOTES DUE 2027
SUBSCRIPTION AGREEMENT

This agreement (the “Agreement”) is made effective as of March 19, 2024 by and among AEON Biopharma, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and Daewoong Pharmaceutical Co., LTD., a company organized and existing under the laws of the Republic of Korea (“Daewoong” or the “Purchaser”).

R E C I T A L S:

WHEREAS, the Purchaser desires to purchase, and the Company and each Guarantor desires to issue and sell the Note Securities (as defined herein) described in this Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises hereof and the agreements set forth herein below, the parties hereto hereby agree as follows:

Article 1
Authorization and Sale of
the note securities

Authorization of the Note Securities. The Company has authorized the sale and issuance of Senior Secured Notes due 2027 (the “Notes”), and each Guarantor (as defined in each Note) has, authorized its unconditional and irrevocable guarantee of the Company’s obligations under each Note (each a “Guarantee,” and together with the Notes, the “Note Securities”), and the Company and each Guarantor has granted a security interest in the Collateral (as defined in each Note) to secure its obligations under the Notes and each Guarantee, respectively (the “Security Interest”). The Form of Note, including the Guarantees and Security Interest, is attached hereto as Exhibit A. Each Note will be convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). Common Stock that may be issued upon conversion of each Note is referred to herein as “Underlying Common Stock”. The Company has authorized the sale and issuance of the Underlying Common Stock as set forth herein. The Note Securities and the Underlying Common Stock are referred to herein as the “Securities.”

Sale of the Note Securities. Subject to the terms and conditions hereof, the Company and the Guarantors will issue and sell to the Purchaser the Note Securities, and the Purchaser will buy from the Company and the Guarantors, the Note Securities. The Notes will be issued in an aggregate principal amount of up to $15,000,000 as follows:

(a)Upon the Initial Closing (as defined below), the Company agrees to issue and sell to the Purchaser a Note (the “Initial Note”) in a principal amount of $5,000,000, and the purchase price for such Initial Note will be $5,000,000 (the “Initial Note Purchase Price”).

(b)Upon the Subsequent Closing (as defined below), the Company agrees to issue and sell to the Purchaser a Note (the “Subsequent Note”) in a principal amount of $10,000,000, and the purchase price for such Subsequent Note will be $10,000,000 (the “Subsequent Note Purchase Price”). The Purchaser’s obligation to purchase the Subsequent Note at the Subsequent Closing is contingent upon the conditions set forth in Section 2.01(b)(ii).

Use of Proceeds. Unless otherwise consented to in writing by the Purchaser, the Company and its subsidiaries shall use at least $1,300,000 of the proceeds from the Initial Note to pay PPD Development, L.P. in its role as clinical research organization to the Guarantor and shall use the remaining proceeds of the Notes for general corporate and research and development purposes in accordance with the Budget delivered to the Purchaser pursuant to Section 5.07 hereof; provided, however, that in no case shall the Company use any of the proceeds of the Notes to fund any Liquidated Damages (as such term is defined in the FPA Terminations) pursuant to or in connection with the FPA Terminations (as defined below).

Article 2
Closing Date; Delivery

Section 2.01 Closing Dates.

(a)The purchase and sale of the Initial Note to the Purchaser shall be consummated at a closing (the “Initial Closing”) to be held at the offices of Latham & Watkins LLP, 650 Town Center Drive, 20^th Floor, Costa Mesa, CA 92626, at 10:00 a.m., Eastern Time, on such date as determined by the Purchaser provided that such date is not later than ten (10) days from the date hereof (the “Initial Closing Date”), upon the physical or electronic exchange among the parties and their counsel of the Initial Transaction Documents (as defined below) and all other documents and deliverables required under this Agreement; provided, however, that, the Purchaser shall not be required to consummate the Initial Closing (and, unless agreed otherwise by the Purchaser in writing, the Purchaser’s obligations hereunder to purchase the Initial Note and Subsequent Note shall be terminated) unless, as of or concurrently with the Initial Closing, the Forward Purchase Agreements by and between the Company and each of ACM ARRT J LLC and Polar Multi-Strategy Master Fund have been irrevocably terminated (the “FPA Terminations”). The “Initial Transaction Documents” shall mean this Agreement, the Note, its Guarantee and the Security Agreement.

(b)The purchase and sale of the Subsequent Note to the Purchaser shall be consummated at a closing (the “Subsequent Closing”), to be held at the offices of Latham & Watkins LLP, 650 Town Center Drive, 20^th Floor, Costa Mesa, CA 92626, at 10:00 a.m., Eastern Time, on such date as determined by the Purchaser, provided that

such date is not later than thirty (30) days after the date on which the condition set forth in Section 2.01(b)(ii)(C) has been satisfied (the “Subsequent Closing Date”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided further, that, neither party shall be required to consummate the Subsequent Closing (and, unless agreed otherwise by the parties in writing, each party’s obligations hereunder with respect to the purchase and sale of the Subsequent Note shall be terminated) unless, as of or concurrently with the Subsequent Closing, each of the conditions set forth in this Section 2.01(b) have been satisfied (or waived by the applicable party). The Purchaser shall provide advance written notice of the Subsequent Closing Date to the Company, and each party shall thereupon provide evidence reasonably satisfactory to the other party that all of such party’s conditions to the Subsequent Closing (that have not been waived in writing by the other party) have been satisfied as of the Subsequent Closing.

(i)The obligation of the Company to issue and sell the Subsequent Note to the Purchaser is subject to (A) the representations and warranties of the Purchaser being true and correct in all material respects as of the date when made and as of the Subsequent Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such date), and (B) the Purchaser having performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents (as defined herein) to be performed, satisfied or complied with by the Purchaser at or prior to the Subsequent Closing Date.

(ii)The obligation of the Purchaser to purchase the Subsequent Note from the Company is subject to (A) the representations and warranties of the Company being true and correct in all material respects as of the date when made and as of the Subsequent Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such date), (B) the Company having performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents (as defined herein) to be performed, satisfied or complied with by the Company at or prior to the Subsequent Closing Date, (C) the perfection of the Collateral upon the proper filing of UCC-1 financing statements in the appropriate filing offices, provided that, notwithstanding that there are continuing requirements to perfect liens in the Collateral under the Security Agreement and Notes which requirements shall remain effective, the condition in this clause (C) can be satisfied by the filing of two UCC-1 financing statements in the state of Delaware, (D) the execution by the Company and the Purchaser of an amendment, in substantially the form attached hereto as Exhibit B (the “Fourth Amendment”), to that certain License and Supply Agreement, dated as of December 20, 2019 and amended as of July 29, 2022, January 8, 2023 and April 24, 2023, by and between Daewoong and AEON Biopharma Sub, Inc. (the “License and Supply Agreement”), (E) no Event of Default (as such term is defined in the Security Agreement) having occurred and (F) the execution by the Guarantor, PPD Development, L.P. and the

Purchaser of the consent in substantially the form attached hereto as Exhibit C (the “PPD Consent”).

Delivery and Payment.

(a)At the Initial Closing, the Company will issue the Initial Note (collectively, the “Initial Note Securities”) and execute and deliver the Fourth Amendment, and will execute and deliver (or cause to executed and delivered) the Guarantees and Security Agreement, against payment of the Initial Note Purchase Price therefor by wire transfer of immediately available funds per the Company’s instructions, and the Company shall cause the Initial Note Securities (or book entry positions representing the Initial Note Securities) to be registered in the name of the Purchaser.

(b)At the Subsequent Closing, the Company will issue the Subsequent Note (collectively, the “Subsequent Note Securities”) and will execute and deliver (and cause to be executed and delivered) the fully executed PPD Consent, against payment of the Subsequent Note Purchase Price therefor by wire transfer of immediately available funds per the Company’s instructions, and the Company shall cause the Subsequent Note Securities (or book entry positions representing the Subsequent Note Securities) to be registered in the name of the Purchaser.

Article 3
Representations and Warranties of the Company and the guarantors

The Company and the Guarantors, jointly and severally, hereby represent and warrant as of the date of this Agreement, the Initial Closing Date and the Subsequent Closing Date to the Purchaser that:

Organization and Standing. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of Delaware, with corporate power and authority to own its properties and conduct its business as now conducted. Each subsidiary of the Company has been duly organized and is validly existing as a corporate entity in good standing under the laws of its jurisdiction of organization. Each of the Company and its subsidiaries is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in such good standing would not have a Material Adverse Effect. A “Material Adverse Effect” shall mean any material adverse effect on (i) the assets, liabilities, business, properties, operations, financial condition, prospects or results of operations of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith or (iii) the authority or the ability of the Company or any Guarantor to perform its obligations under this Agreement or the Transaction Documents.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement, each Note, the

Security Agreement by and between the Company, AEON Biopharma Sub, Inc. and the Purchaser (“Security Agreement”), (together, the “Company Transaction Documents”), to sell and issue each Note, to issue the Underlying Common Stock, of the Company upon conversion of each Note, and to carry out and perform its obligations under the terms of the Company Transaction Documents. Each Guarantor has the corporate or other entity power and authority to execute, deliver and perform its obligations under this Agreement, each Note, its Guarantee, the Security Agreement, the PPD Consent and the Fourth Amendment (together with the Company Transaction Documents, the “Transaction Documents”).

Governmental Consents, Etc. No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority on the part of the Company or any Guarantor is required in connection with the valid execution, delivery and performance of the Transaction Documents to which it is a party, or the offer, sale or issuance of the Note Securities or the Underlying Common Stock, or the consummation of any other transaction contemplated hereby or thereby, except the qualification (or taking of such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the Note Securities and the Underlying Common Stock under applicable Blue Sky laws, which filings and qualifications, if required, will be accomplished in a timely manner. For the avoidance of doubt, any required filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 8-K disclosing the transactions contemplated hereby and filing any form of the Transaction Documents as required shall not be deemed to be a violation of this Section 3.03. The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NYSE American (the “Exchange”) and has not received any written notice from the Exchange of an event or condition that would reasonably be expected to cause the Common Stock to be delisted by the Exchange. The issuance and sale of the Note Securities and the Underlying Common Stock hereunder do not and will not contravene the rules and regulations of the Exchange.

Noncontravention. Assuming and subject to compliance with the matters referred to in Section 3.03, the issue and sale of any Note Securities, the grant of the Security Interest by the Company and the Guarantors and the performance by the Company or any Guarantor of its obligations under the Transaction Documents, including the Company’s obligation to issue Underlying Common Stock upon conversion of each Note, and the consummation of the transactions therein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the certificate of incorporation or bylaws of the Company or the organizational documents of any Guarantor or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having

jurisdiction over the properties or assets of the Company or any of its subsidiaries or any of their properties, except, with respect to clauses (i) and (iii), for such conflicts, breaches, violations or defaults as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization. Other than for Stockholder Approval as contemplated by Section 5.07 of this Agreement, all corporate and contractual action or notices, as applicable, on the part of the Company and each Guarantor, its officers, directors and stockholders (or, in the case of any Guarantor, its members, stockholders or other equity holders, as applicable) necessary for the authorization, execution, delivery and performance by the Company or such Guarantor of the Transaction Documents to which it is a party, the authorization, sale, issuance and delivery by the Company of each Note and the Underlying Common Stock and the issuance and sale of each Guarantor of its Guarantee and the performance by the Company and each Guarantor of all of the its respective obligations under this Agreement and the other Transaction Documents to which it is a party, has been taken.

The Note Securities. Each Note and the Security Agreement constitutes valid and binding obligations of the Company, and the Guarantee of each Guarantor, the Note, the Security Agreement, the PPD Consent and the Fourth Amendment constitutes valid and binding obligations of such Guarantor, in each case enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference or other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (the “Enforceability Exceptions”).

Underlying Common Stock. When and, to the extent issued upon conversion of each Note in accordance with its terms, any Underlying Common Stock will be duly authorized and validly issued, fully paid and non-assessable, and the issuance of any Underlying Common Stock will not be subject to any preemptive rights, call options, rights of first refusal, subscription rights, transfer restrictions or similar rights of any person, will not be in violation of the Organizational Documents of the Company or in breach or violation of any contract, and will not be issued in violation of any such preemptive rights, call options, rights of first refusal, subscription rights, transfer restrictions or similar rights of any person.

Security Interest. The Security Interest creates in favor of the Purchaser a valid and enforceable first priority security interest in the Collateral (subject to Permitted Liens (as defined in each Note)) and, subject to the foregoing and the limitations set forth in each Note, no other registration, filings or recordings are required under the UCC or with the United States Patent and Trademark Office or the United States Copyright Office in order to perfect the security interests created under the Security Interest to the extent the Security Interest can be perfected by a registration, filing or recording in such offices, except for filings and recordings which the Purchaser has consented to occurring after the Issue Date so long as such filings and recordings occur within the period after the Issue Date consented to by the Purchaser. The Company

and the Guarantors are the legal and beneficial owners of the relevant Collateral, free and clear of any Lien (as defined in each Note), other than Permitted Liens (as defined in each Note). All the outstanding shares of capital stock or registered capital, as the case maybe, of the Company and its subsidiaries have been duly authorized and validly issued and are fully paid or paid in installments in accordance with applicable laws and non-assessable, and all outstanding shares of capital stock or registered capital, as the case may be, of the subsidiaries are owned by the Company, either directly or through its subsidiaries, free and clear of any security interest, claim, lien or encumbrance other than the Permitted Liens (as defined in each Note). None of the outstanding shares of capital stock of or ownership interests in any of the Company’s subsidiaries was issued in violation of the preemptive or similar rights of any security holder of such subsidiary.

SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including without limitation pursuant to Section 13(a) or 15(d) thereof, since July 24, 2023 through the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports (as defined below) prior to the expiration of any such extension. As of its respective filing date, (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), the reports of the Company filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act from July 24, 2023 through the date of this Agreement (including the exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act. As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Capitalization. Except as the Company otherwise disclosed to the Purchaser, as of the date hereof, the Company has an authorized capitalization as set forth in its Form 10-Q for the quarter ended September 30, 2023 (the “Capitalization Date”).

All of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except to the extent that it would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company’s sole direct or indirect subsidiary is Aeon Biopharma Sub, Inc. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the date hereof, (i) there are no outstanding options, warrants, scrips, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its subsidiaries, or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries except (w) as set forth in the SEC Reports and the exhibits attached and incorporated by reference thereto, (x) as were granted or issued after the Capitalization Date pursuant to the Company’s equity compensation plans described in the SEC Reports, and (y) as a result of the purchase and sale of the Note Securities; and (ii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note Securities or the Underlying Common Stock. The Company's certificate of incorporation as in effect on the date hereof and the Company's bylaws as in effect on the date hereof have been filed as part of the SEC Reports and are available on the SEC’s EDGAR system as of the business day prior to the date hereof. Other than the Notes, the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto are as described in the SEC Reports and exhibits attached or incorporated by reference thereto.

Litigation. As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Company, threatened against or affecting, the Company or any of its subsidiaries before (or, in the case of threatened actions, suits, investigations or proceedings, would be before) or by any court, public board, government agency or self-regulatory organization or body, that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Registration Rights. Except as described in the SEC Reports, the Company is not under any obligation to register under the Securities Act any of its presently outstanding securities.

Placement. Subject to the accuracy of the Purchaser’s representations in this Agreement, the offer, sale and issuance of the Note Securities and the Underlying Common Stock (the “Placement”) constitute transactions exempt from the registration requirements of Section 5 of the Securities Act and the qualification

requirements of the securities laws of the State of Delaware. Neither the Company nor any agent on its behalf has taken or will take any action so as to bring the sale of the Note Securities or any Underlying Common Stock by the Company within the registration provisions of the Securities Act or any state securities laws other than as contemplated in that certain Amended and Restated Registration Rights Agreement, dated as of July 21, 2023 (the “A&R Registration Rights Agreement”), to which the Company and the Purchaser are parties.

Internal Controls. Except as described in the SEC Reports, the Company and each of its officers are in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act. Except as described in the SEC Reports, the management of the Company has, in material compliance with Rule 13a-15 under the Exchange Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since December 31, 2022, management has not identified for the Company’s auditors any material weaknesses in Internal Controls other than those which are disclosed in the SEC Reports.

Certain Transactions. Since January 1, 2023, except for compensation or other employment arrangements in the ordinary course of business and the Placement, there has been no transaction, or series of similar transactions, agreements, arrangements, relationships, payments or understandings, nor are there any currently proposed transactions, or series of similar transactions, agreements, arrangements, relationships, payments or understandings to which the Company or any of its subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act that is not disclosed in the SEC Reports.

Absence of Certain Changes. Since September 30, 2023, there has not been a Material Adverse Effect or any prospective material adverse change that could reasonably be expected to result in a Material Adverse Effect.

Acknowledgment Regarding Purchaser's Purchase of Securities. The Company and the Guarantors acknowledge and agree that the Purchaser is acting solely in the capacity of an arm’s length Purchaser with respect to this Agreement and the transactions contemplated hereby. The Company and the Guarantors further acknowledge that the Purchaser is not acting as a financial advisor or fiduciary of the Company or any Guarantor (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and that any statement made by the Purchaser

or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Purchaser’s purchase of the Securities and has not been relied upon by the Company or any Guarantor or its respective officers or directors (or functional equivalents) in any way. The Company and each Guarantor further represents to the Purchasers that the Company’s or such Guarantor’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company or such Guarantor and its respective representatives.

Related Party Transaction. The Board of Directors (the “Board”) of the Company (or an authorized committee thereof) has reviewed the transactions contemplated hereby with respect to any “related party transaction,” including for purposes of the Delaware General Corporation Law and the applicable rules of the Exchange, and has approved any such transaction consistent with the applicable standards.

Transactions Not Enjoined. No governmental authority has enacted, issued, promulgated, enforced or entered any order, writ, judgment, injunction, decree, stipulation, determination or award which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. No action or proceeding by or before any court or other governmental body has been instituted or threatened by any governmental authority or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement.

Section 3.20 Clinical Research Organizations. The sole clinical research organization to which the Company has transferred any of its sponsor obligations under 21 CFR 312 for each Investigational New Drug (as defined therein) application held by the Company and its subsidiaries is PPD Development, L.P. and that there is no other external firm or person to whom sponsor obligations have been transferred.

Article 4
Representations and Warranties of the Purchasers

The Purchaser hereby represents and warrants to the Company as follows:

Organization and Standing. The Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with the corporate or other entity power and authority to own and operate its business as presently conducted, except where the failure to be or have any of the foregoing would not have a material and adverse effect on the legality, validity or enforceability of the Transaction Documents to which it is a party, and the Purchaser is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of their activities makes such qualification necessary, except for such failures to be so

qualified or in good standing, individually or in the aggregate, as would not have a material adverse effect on it.

Section 4.02 Authorization.

(a)The Purchaser has the requisite corporate or other entity power and authority to execute and deliver Transaction Documents to which it is a party and perform its obligations under the Transaction Documents. The execution and delivery of each such Transaction Document by the Purchaser, the performance by the Purchaser of its obligations thereunder, and all other necessary corporate or other entity action on the part of the Purchaser have been duly authorized by its board of directors or similar governing body, and no other corporate or other entity proceedings on the part of such Purchaser is necessary for such Purchaser to execute and deliver the relevant Transaction Documents and perform its obligations thereunder.

(b)Each of the relevant Transaction Documents has been duly and validly authorized, and when executed and delivered by the Purchaser, shall constitute valid and binding obligations of the Purchaser, enforceable in accordance with their terms, subject to the Enforceability Exceptions.

Noncontravention. Neither the execution and delivery of the Transaction Documents to which the Purchaser is a party by the Purchaser nor the performance by such Purchaser of its obligations thereunder will (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the certificate of incorporation, bylaws or similar organizational and governing documents of Purchaser or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the properties or assets of the Purchaser or any of its subsidiaries or any of their properties, except, with respect to clauses (i) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a material adverse effect on its obligation to perform its obligations under the Transaction Documents to which the Purchaser is a party.

Accredited Investor. The Purchaser is an “accredited investor” within the meaning of Regulation D, Rule 501(a), under the Securities Act. The Purchaser was not formed for the specific purpose of acquiring the Securities.

No Government Review. The Purchaser understands that neither the SEC nor any securities commission or other governmental authority of any state, country or other jurisdiction has approved the issuance of the Securities or passed upon or endorsed the merits of this Agreement, the Securities, or any of the other documents relating to the Placement, or confirmed the accuracy of, determined the adequacy of, or reviewed this Agreement, the Securities or such other documents.

Investment Experience. The Purchaser has such knowledge, sophistication and experience in financial, tax and business matters in general, and investments in securities in particular, that it is capable of evaluating the merits and risks of this investment in the Securities, and the Purchaser has made such investigations in connection herewith as it deemed necessary or desirable so as to make an informed investment decision without relying upon the Company for legal or tax advice related to this investment. In making its decision to acquire the Securities, the Purchaser has not relied upon any information other than information provided to it by the Company or its representatives and contained herein, including the representations and warranties and covenants of the Company contained herein.

Investment Intent; Blue Sky. The Purchaser is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with Purchaser. It understands that the sale of the Securities has not been, and will not be, registered under the Securities Act by reason of an exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser’s address set forth in Section 7.02 is true and correct and may be relied upon by the Company for the purpose of complying with applicable “Blue Sky” or similar laws.

Rule 144. The Purchaser acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. It is aware of the provisions of Rule 144 (“Rule 144”) promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions.

Restrictions on Transfer; Restrictive Legends. The Purchaser understands that the transfer of the Note Securities is restricted by this Agreement and applicable state and federal securities laws and the transfer of the Underlying Common Stock is restricted by applicable state and federal securities laws, and that each certificate, instrument, or book entry representing the Note Securities and, if applicable, the Underlying Common Stock will be imprinted with legends restricting transfer except in compliance therewith. The Company need not register a transfer of legended Note Securities or Underlying Common Stock, and may also instruct its transfer agent or other applicable agent not to register the transfer of the Note Securities or Underlying Common Stock and to enforce applicable stop transfer instructions, unless the conditions specified in each of these legends is satisfied.

Access to Information. The Purchaser acknowledges that it has had access to and has reviewed all documents and records relating to the Company, including, but not limited to, the SEC Reports, that it has deemed necessary in order to make an informed investment decision with respect to an investment in the Securities; that it has

had the opportunity to ask representatives of the Company certain questions and request certain additional information regarding the terms and conditions of such investment and the finances, operations, business and prospects of the Company and has had any and all such questions and requests answered to its satisfaction; and that it understands the risks and other considerations relating to such investment. The Purchaser understands any statement contained in the SEC Reports shall be deemed to be modified or superseded for the purposes of this Agreement to the extent that a statement contained herein or in any other document subsequently filed with the SEC modifies or supersedes such statement.

No General Solicitation. The Purchaser is unaware of, and in deciding to participate in the Placement is in no way relying upon, and did not become aware of the Placement through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media, or broadcast over television or radio or the internet, in connection with the Placement.

Purchaser’s Counsel. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents, all exhibits and schedules thereto, and the transactions contemplated thereby with its own legal counsel.

Tax Liability. The Purchaser has reviewed with its own tax advisors the tax consequences of the transactions contemplated by this Agreement. It relies solely on such advisors and not on any statements or representations of the Company or any of the Company’s agents regarding such tax consequences. It understands that it, and not the Company, shall be responsible for its own tax liability that may arise as a result of the transactions contemplated by this Agreement.

Article 5
Covenants

Section 5.01 Transfer Restrictions; Legends.

(a)The Securities may only be disposed of in compliance with applicable federal and state securities laws. Subject to applicable federal and state securities laws, Purchaser may transfer the Note, in whole or in part. As a condition of transfer of the Notes, any such transferee shall agree in writing to be bound by the terms of the Securities.

(b)The certificates, agreements, instruments, or book entries evidencing the Securities shall have endorsed thereon the legends set forth in the Note as required by the terms of the Note.

Section 5.02 Confidentiality; MNPI.

(a)The Purchaser acknowledges and agrees that: (i) certain of the information contained herein may be of a confidential nature and may be regarded as material non-public information (“MNPI”) under Regulation FD of the Securities Act; (ii) except as provided in Section 5.03, until the time the information contained herein has been

adequately disseminated to the public, the existence of this Agreement and the information contained herein shall not, without the prior written consent of the Company, be disclosed by the Purchaser to any person or entity, other than its employees, officers, directors, consultants financial and legal advisors and other representations (collectively, “Representatives”) for the sole purpose of evaluating the entering into and the consummation of the transactions contemplated under the Transaction Documents, and Purchaser will not, directly or indirectly, disclose or permit its Representatives to disclose, any of such information without the prior written consent of the Company; and (iii) the Purchaser shall make its Representatives aware of the terms of this Section 5.02 and be responsible for any breach of this Agreement by such Representatives.

(b)Any party may disclose, or permit the disclosure of, information which would otherwise be confidential if and to the extent (i) required by law or any securities exchange, regulatory or governmental body; (ii) disclosed to its respective affiliates and its and their respective directors, officers, employees, shareholders, finance providers and their respective professional advisers or officers on a need-to-know basis (but it shall remain responsible for the compliance with this Section 5.02 by any such person); or (iii) it comes into the public domain other than as a result of a breach by any party hereto.

(c)The Purchaser acknowledges that certain information concerning the matters that are the subject matter of this Agreement may constitute MNPI under U.S. federal securities laws, and that U.S. federal securities laws prohibit any person who has received MNPI relating to the Company from purchasing or selling securities of the Company, or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities of the Company. Accordingly, until such time as any such non-public information has been adequately disseminated to the public, each Purchaser shall not purchase or sell any securities of the Company, or communicate such information to any other person save as provided in Section 5.03.

(d)The Purchaser shall not, and shall cause its affiliates not to, engage, directly or indirectly, in any transactions in the securities of the Company (including, without limitation, any Short Sales (as such term is defined in Rule 200 promulgated under Regulation SHO under the Exchange Act)) during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced or (ii) this Agreement is terminated.

Securities Law Disclosure. On or prior to the fourth (4th) business day following the date hereof, the Company will file a Current Report on Form 8-K with the SEC describing the terms of the Transaction Documents and filing such Transaction Documents or forms thereof as may be required under the Exchange Act.

Section 16 Matters. The Company’s Board of Directors shall pre-approve the direct or indirect acquisition or disposition, as applicable, of Note Securities or Underlying Common Stock by the Purchaser, its affiliates, or any director affiliated with the Purchaser (any such director, a “Purchaser Director”), for the express purpose of exempting the Purchaser’s, its affiliates’ or any Purchaser Director’s interests (to the extent the Purchaser or its affiliates may be deemed to be “directors by deputization”) in

such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Registration Rights.

(a)As promptly as reasonably practicable after the Initial Closing Date, but in any event within thirty (30) business days after the Initial Closing Date, the Company shall file with the SEC a shelf Registration Statement on Form S-1 (or any short-form shelf registration statement available to the Company) (a “Shelf Registration Statement”), or shall amend an existing Shelf Registration Statement, to register the resale all of the shares of Common Stock issuable upon conversion of the Note Securities (a “Registration”). The Company shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the one hundred twentieth (120^th) calendar day following the filing date thereof if the SEC notifies the Company that it will “review” the Shelf Registration Statement and (b) the fifth (5^th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company agrees to cause such Shelf Registration Statement, or another shelf registration statement that includes the shares of Common Stock issuable upon conversion of the Note Securities to be sold pursuant to this Agreement, to remain effective until the earliest of (x) the fifth anniversary of the Initial Closing, (y) the date on which the Purchaser ceases to hold any shares of Common Stock issuable upon conversion of the Note Securities, and (z) on the first date on which the Purchaser is able to sell all of its shares of Common Stock issuable upon conversion of the Note Securities without restriction under Rule 144 of the Securities Act within ninety (90) days without limitation as to the amount of such securities that may be sold, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144(b)(2). Purchaser agrees to disclose its ownership to the Company upon request to assist it in making the determination described above. In no event shall the Purchaser be identified as a statutory underwriter in the Shelf Registration Statement unless requested by the SEC; provided, that if the SEC requests that Purchaser be identified as a statutory underwriter in the Shelf Registration Statement, Purchaser will have an opportunity to withdraw its shares of Common Stock issuable upon conversion of the Note Securities from the Shelf Registration Statement. Notwithstanding the foregoing, if the SEC seeks to prevent the Company from including any or all of the shares proposed to be registered under the Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale by the applicable stockholders or otherwise, the Company shall use its best efforts to ensure that the SEC determines that (1) the offering contemplated by the Shelf Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 of the Securities Act and (2) the Purchaser is not a statutory underwriter. If the Company is unsuccessful in the efforts described in the preceding sentence then the Company shall cause such Shelf Registration Statement to register for resale such number of shares which is equal to the maximum number of shares as is permitted by the SEC. In such event, the number of shares to be registered for each selling stockholder named in the Shelf Registration Statement shall be reduced pro rata among all such selling stockholders, and the Company will register the Purchaser’s

remaining shares that were not registered at the earliest date permitted by the SEC and subject to the other terms and conditions of this Section 5.05.

(b)Notwithstanding anything to the contrary contained herein, if the filing, initial effectiveness or continued use of a Shelf Registration Statement, in respect of the registration of the resale of all of the shares of Common Stock issuable upon conversion of the Note Securities, at any time would (a) require the Company to make an Adverse Disclosure (as defined below), (b) require the inclusion in such Shelf Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the majority of the Board, would be seriously detrimental to the Company and the majority of the Board concludes as a result that it is therefore essential to defer such filing, initial effectiveness or continued use at such time (each of (a), (b) or (c) a “Suspension Event”), the Company shall have the right, upon giving prompt written notice of such action to the Purchaser (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of, such Shelf Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose; provided that such right to delay shall be exercised by the Company not more than once in any twelve (12) month period. In the event the Company exercises its rights under this Section 5.05(b), the Purchaser agrees to suspend, immediately upon their receipt of the notice referred to above, their use of the prospectus included in any such Shelf Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus (a “Prospectus”), relating to any Registration in connection with any sale or offer to sell shares of Common Stock issuable upon conversion of the Note Securities until such Holder receives written notice from the Company that such sales or offers of shares of Common Stock issuable upon conversion of the Note Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents. The Company shall immediately notify the Purchaser of the expiration of any period during which it exercised its rights under this Section 5.05(b). An “Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of the Company or the Board, after consultation with counsel to the Company, (i) would be required to be made in any Shelf Registration Statement or Prospectus in order for the applicable Shelf Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Shelf Registration Statement were not being filed, declared effective or used, as the case may be and (iii) the Company has a bona fide business purpose for not making such information public.

(c)After the filing of the Shelf Registration Statement, the Company shall, as expeditiously as reasonably possible: (i) notify the Purchaser when such Shelf Registration Statement or any post-effective amendment thereto has become effective;

(ii) notify the Purchaser of the issuance of any stop order by the SEC suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonably efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued, (iii) at least five (5) days prior to the filing of such Shelf Registration Statement or Prospectus or any amendment or supplement to such Shelf Registration Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that sales are suspended pursuant to Section 5.05(b)), furnish a copy thereof to the Purchaser or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein), including, without limitation, providing copies promptly upon receipt of any comment letters received with respect to any such Shelf Registration Statement or Prospectus, and (iv) notify the Purchaser at any time when a Prospectus relating to such Shelf Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Shelf Registration Statement, as then in effect, includes an untrue statement of a material fact or an omission to state a material fact required to be stated in a Shelf Registration Statement or Prospectus or necessary to make the statements in a Shelf Registration Statement or Prospectus (in the case of a Prospectus and any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading (a “Misstatement”), and then to correct such Misstatement as set forth in Section 5.05(b).

(d)Upon receipt of any written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any of the foregoing or of a Suspension Event during the period that the Shelf Registration Statement is effective or if as a result of a Suspension Event the Shelf Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the Purchaser shall discontinue disposition of shares of Common Stock issuable upon conversion of the Note Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.

Board Appointment Rights. No later than ten (10) days following the Subsequent Closing, the Company, the Board and the Nominating and Corporate Governance Committee of the Board shall have taken all actions (including, if necessary, expanding the size of the Board to create a new vacant position on the Board) to appoint, and shall have appointed, one designee of Purchaser to the Board to serve as a Class III director (with a term scheduled to expire at the Company’s 2026 annual meeting of stockholders) (the “Purchaser Appointee”), subject to a customary due diligence process by the Company, including a review of a completed questionnaire and background check. Once appointed to the Board, the Purchaser Appointee shall be entitled to all rights and

privileges as any other member of the Board in accordance with the bylaws of the Company, except (a) as may be necessary to comply with applicable law and (b) that such Purchaser Appointee shall not be entitled to any compensation for his or her service on the Board. For the avoidance of doubt, the Purchaser may only appoint a member of its senior management team to serve as the Purchaser Appointee.

Stockholder Approval. The Company shall include a proposal in the definitive proxy statement for its annual stockholder meeting for 2024 (the “2024 Annual Meeting”) soliciting approval by the Company’s stockholders of an affirmative vote for such meeting for approval of resolutions providing for the Company’s issuance of Underlying Common Stock in excess of the Conversion Cap (as defined in each Note) such that such Conversion Cap shall no longer apply in accordance with applicable law and the rules and regulations of NYSE American (the “Stockholder Approval”). If the Stockholder Approval is not obtained at the 2024 Annual Meeting, or if the Stockholder Approval obtained at the 2024 Annual Meeting is not sufficient to address the issuance by the Company of all Underlying Common Stock in excess of the Conversion Cap, then the Company shall again include a similar proposal for each subsequent annual stockholder meeting, or if requested by the Purchaser, the Company shall call a special meeting of the stockholders to obtain the Stockholder Approval to be held within ninety (90) days of such request and if the Stockholder Approval is not obtained at such special meeting, the Company shall again include a similar proposal for each subsequent annual stockholder meeting until Stockholder Approval is obtained that is sufficient to provide for the Company’s issuance of all Underlying Common Stock in excess of the Conversion Cap.

Budget Report. The Company shall deliver to the Purchaser, on the Initial Closing Date, a copy of the Company’s budget plan for the fiscal year ended December 31, 2024 (the “Budget Plan”), including, but not limited to, the Company’s estimated operating costs, personnel costs and expenses.

Financial Reports. The Company shall deliver to the Purchaser, concurrently with each meeting of the Joint Steering Committee (as defined in the License and Supply Agreement), the Company’s quarterly financial report, including, but not limited to, the Company’s material expenses for the most recently completed quarter prior to such meeting of the Joint Steering Committee.

Certain Covenants of the Company.

(a)The Company covenants that all shares of Common Stock issued upon conversion of the Notes shall be newly issued, duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive or similar rights and free from all taxes, liens and charges with respect to the issuance thereof.

(b)The Company covenants that it shall take such actions as are necessary to include for listing on any securities exchange or automated quotation system on which the Common Stock is listed for trading, all shares of Common Stock issuable upon conversion of the Notes.

(c)The Company has available for issuance, free from preemptive rights, and shall reserve, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, a number of shares of Common Stock reasonably expected to be issuable upon conversion of the Notes pursuant to Section 4.01 and Section 4.02 of the Notes, and shall promptly take such actions as may be necessary to increase such authorized shares to the extent necessary to maintain compliance with this Section 5.10(c).

(d) The Company shall use its reasonable best efforts to cause the Common Stock issuable in accordance with this Agreement and the Notes to be approved for listing on NYSE, subject to official notice of issuance thereof.

Clinical Research Organizations. The Company and its subsidiaries shall not transfer any of its sponsor obligations under 21 CFR 312 for each Investigational New Drug (as defined therein) application held by the Company or its subsidiaries to a clinical research organization or other external firm or person other than PPD, Inc. without the Holder’s prior written consent (which may be given or withheld in Holder’s sole and absolute discretion).

Article 6
INDEMNIFICATION

Survival of Representations and Warranties. The representations and warranties of the Company, the Guarantors and the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Initial Closing and the Subsequent Closing. All covenants and agreements contained herein which by their terms contemplate actions following the Initial Closing shall survive the Initial Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein (other than under Section 1.03 and Section 5.03 through Section 5.11) shall not survive the Initial Closing and shall thereupon terminate.

Indemnification. The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless the Purchaser, its partners, affiliates, officers, directors, employees, and duly authorized agents, and each person or entity, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a “Control Person”), from and against any loss, claim, damage, liability, together with reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements and costs and expenses of expert witnesses and investigation), and any action in respect thereof to which such Purchaser and its Control Persons (collectively, the “Indemnified Parties”) becomes subject to, resulting from, arising out of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents, except to the extent that any such loss, claim, damage, liability, cost or expense is attributable to the willful misconduct or fraud of such Indemnified Party.

Article 7
Miscellaneous

Entire Agreement; Amendment; Assignment. This Agreement and the other Transaction Documents constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein. Any prior agreements, understandings or representations with respect to the subject matter hereof are superseded by this Agreement and shall have no further force or effect. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the parties hereto. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be sent by e-mail, by registered or certified mail, postage prepaid, or otherwise delivered by facsimile transmission, by hand or by messenger, addressed:

(a)if to the Purchaser, to:

Daewoong Pharmaceutical Co., LTD.

12, Bongeunsa-ro 114, Gangnam-gu, Seoul

Attn: Seongsoo Park, Executive Vice President

Tel: +82 10 5119 6484

Email: yann@daewoong.co.kr

with a copy to:

Brown Rudnick LLP
One Financial Center
Boston, MA 02111
Attn: Andrew P. Strehle
Email: astrehle@brownrudnick.com

Tel: 617.856.8569

and

Brown Rudnick LLP
One Financial Center
Boston, MA 02111
Attn: Jennifer Ihns Charles
Email: jcharles@brownrudnick.com

Tel: 617.856.8114

(b)if to the Company, to:

AEON Biopharma, Inc.
5 Park Plaza, Suite 1750
Irvine, CA 92614

Tel: (949) 354-6499
Attention: Chief Financial Officer; Chief Legal Officer
Email: pr@aeonbiopharma.com; aw@aeonbiopharma.com

with a copy to:

Latham & Watkins LLP
650 Town Center Dr, 20^th Floor
Costa Mesa, CA 92626

Telephone: (714) 755-8008
Attn: Shayne Kennedy; Drew Capurro
Email: shayne.kennedy@lw.com; drew.capurro@lw.com

All such notices, requests and other communications hereunder shall be deemed duly given on the date of receipt by the recipient thereof if received before 5:00 p.m. local time on a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding business day in the place of receipt.

Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of New York without regard to conflict of law rules of such state.

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.02 shall be deemed effective service of process on such party.

WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN

ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Delays or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach or default of another party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

Finder’s Fees. Each party represents that it neither is, nor will be, obligated for any finders’ fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company and the Guarantors from any liability for any commission or compensation in the nature of a finders’ fee (and the costs and expenses of defending against such liability or asserted liability) for which such Purchaser or any of its officers, partners, employees, or representatives is responsible. The Company and the Guarantors agree, jointly and severally, to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finders’ fee (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

Expenses. Each of the Company and the Guarantors, on the one hand, and the Purchaser, on the other hand, shall bear its or their own expenses incurred with respect to this Agreement and the transactions contemplated hereby.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision, which shall be replaced with an enforceable provision closest in intent and economic effect as the severed provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

AEON BIOPHARMA, INC.

By:/s/ Marc Forth

Name:Marc Forth

Title:President and Chief Executive Officer

[Signature Page to Subscription Agreement]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

daewoong PHARMACEUTICAL co., ltd.

By:/s/ Sengho Jeon

Name:Sengho Jeon

Title:President & CEO

[Signature Page to Subscription Agreement]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

AEON BIOPHARMA SUB, INC.

By:/s/ Marc Forth

Name:Marc Forth

Title:Chief Executive Officer

[Signature Page to Subscription Agreement]

EXHIBIT A

Form of Note

EXHIBIT B

Form of Fourth Amendment to License and Supply Agreement

EXHIBIT C

Form of PPD Consent

Exhibit 10.2

SECURITY AGREEMENT

This Security Agreement dated as of March 19, 2024 (this “Agreement”) is made by AEON Biopharma, Inc., a Delaware corporation (“AEON”) and AEON Biopharma Sub, Inc., a Delaware corporation (“AEON Sub” and, together with AEON, the “Debtors” and each a “Debtor”), in favor of Daewoong Pharmaceutical Co., LTD., a company duly organized and existing under the laws of the Republic of Korea (the “Secured Party”).

The Debtors and the Secured Party hereby agree as follows:

I.CERTAIN DEFINITIONS. Except as otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in the Senior Secured Convertible Promissory Note issued by AEON for the benefit of the Secured Party, dated as of the date hereof (the “Original Note”) or in such other note issued by AEON for the benefit of the Secured Party pursuant to the Subscription Agreement (as defined in the Original Note) (collectively, together with the Original Note, the “Notes” and each a “Note”).

II.SECURITY AGREEMENT.

A.Grant. Each Debtor, for valuable consideration, the receipt of which is acknowledged, hereby grants to the Secured Party a security interest in and Lien on all of the property described on Exhibit A attached hereto (the “Collateral”) now owned or at any time hereafter acquired by such Debtor or in which such Debtor now has or at any time in the future may acquire any right, title or interest.

B.Debtors Remain Liable. Anything herein to the contrary notwithstanding, (i) each Debtor shall remain liable under any contracts, agreements and other documents included in the Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Secured Party of any of the rights hereunder shall not release such Debtor from any of its duties or obligations under such contracts, agreements and other documents included in the Collateral, and (iii) the Secured Party shall not have any obligation or liability under any contracts, agreements and other documents included in the Collateral by reason of this Agreement, nor shall the Secured Party be obligated to perform any of the obligations or duties of any Debtor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Collateral hereunder.

C.Continuing Security Interest. Each Debtor agrees that this Agreement shall create a continuing security interest in the Collateral which shall remain in effect until payment and performance in full in cash of all of the Obligations (other than inchoate indemnity obligations).

III.OBLIGATIONS SECURED. The security interest granted hereby secures the full and timely payment of all obligations of the Debtors to pay principal and interest under the Notes and all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding,

regardless of whether allowed or allowable in such proceeding), of the Debtors to the Secured Party under the Notes, provided that the “Obligations” shall not include any obligations with respect to any equity investments, right to convert or other similar conversion right on obligations or any obligations under a warrant or similar instrument (such obligations, the “Obligations”).

IV.DEBTORS’ REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Debtor hereby represents, warrants and covenants to the Secured Party that:

A.Such Debtor’s principal place of business is 5 Park Plaza, Suite 1750, Irvine, CA 92614 and such Debtor keeps its records concerning accounts, contract rights and other property at that location. Other than with respect to information disclosed to the Secured Party as of the hereof, such Debtor will notify the Secured Party in writing not less than ten (10) days prior to the establishment of any new place of business where any of the Collateral is kept, except if moved in the ordinary course of business. Such Debtor is a corporation organized under the laws of the State of Delaware. Such Debtor will notify the Secured Party in writing not less than ten (10) days prior to changing either its form or jurisdiction of organization. At least ten (10) days prior to such change, each applicable Debtor shall, (i) execute and deliver to the Secured Party all documents, agreements and instruments reasonably requested in writing by the Secured Party in order to maintain the validity, perfection, enforceability and priority of the Secured Party’s Lien in all of such Debtor’s Collateral, and (ii) authorize (and does hereby authorize) the Secured Party to (x) file all such UCC financing statements and, in the case of a Grantor, notices or other appropriate documents or instruments with the USPTO, the USCO or with each relevant foreign jurisdiction with respect to the Intellectual Property, as applicable (to the extent constituting Collateral), and (y) make such other filings or recordings as are necessary to maintain the validity, perfection, enforceability and priority of the Secured Party’s Lien in all such Debtor’s Collateral. Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed by the Secured Party without the prior written consent of the Secured Party and agrees that it will not do so without the prior written consent of the Secured Party, subject to such Debtor’s rights under Section XI of this Agreement and Section 9-509(d)(2) of the UCC.

B.Such Debtor will at all times keep in a manner reasonably satisfactory to the Secured Party accurate and complete records of the Collateral and will keep such Collateral insured to the extent similarly situated companies insure their assets. Within thirty (30) days following the date hereof and from time to time thereafter at Secured Party’s request, each Debtor shall deliver to the Secured Party copies of all material contracts, quality agreements, vendor agreements, contract manufacturing organization engagements, clinical research organization engagements, and consultant engagements relating to the Collateral, together with all material amendments thereto from time to time, and, if such agreements or engagements are not freely assignable on the face thereof, shall use commercially reasonable efforts to cause the counterparties thereto to agree that such agreements and engagements may be assigned to the Secured Party and that the Secured Party may enforce such agreements and engagements at any time or from time to time.

C.Such Debtor shall (i) not use the Collateral in violation of any applicable statute, ordinance, law or regulation or in violation of any insurance policy maintained by such Debtor with respect to the Collateral, in each case to the extent such violation would

reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on such Debtor, and (ii) not enter into any contractual obligation or undertaking restricting the right or ability of such Debtor or the Secured Party to sell, assign, convey or transfer any Collateral if such restriction would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

D.Other Financing Statements. Other than financing statements, security agreements, chattel mortgages, assignments, fixture filings and other agreements or instruments executed, delivered, filed or recorded for the purpose of granting or perfecting any Lien (collectively, “Financing Statements”) as of the date hereof or arising after the date hereof in connection with Financing Statements in favor of the Secured Party, no effective Financing Statement naming such Debtor as debtor, assignor, grantor, mortgagor, pledgor or the like and covering all or any part of the Collateral is on file in any filing or recording office in any jurisdiction.

E.Notices, Reports and Information. Such Debtor will (i) notify the Secured Party of any material claim made or asserted against the Collateral by any Person or other event that could materially adversely affect the value of the Collateral or the Secured Party’s Lien thereon; (ii) furnish to the Secured Party such statements and schedules further identifying and describing the Collateral and such other reports and other information in connection with the Collateral as the Secured Party may reasonably request, all in reasonable detail; and (iii) upon the reasonable request of the Secured Party make such demands and requests for information and reports as such Debtor is entitled to make in respect of the Collateral. The Debtors shall provide detailed written notice to the Secured Party if at any time either Debtor takes any action, including, without limitation, retention of counsel, gathering, compilation, or preparation of information or filings, or development, discussion, or assessment of strategy, in contemplation or furtherance of a bankruptcy, insolvency, receivership, or assignment for the benefit of creditors proceeding or action that is reasonably likely to occur within the period of thirty (30) days thereafter and the Debtors shall, in connection therewith and at such time cause an investor share drive to be made available to the Secured Party which the Debtors shall maintain and to which the Debtor shall immediately upload all FDA documents, clinical data, information, documents, and correspondence relating to the Collateral.

F.Indebtedness. Each Note and any other notes issued to Secured Party pursuant to the Subscription Agreement will rank senior in right of payment to all current and future indebtedness of the Debtors, excluding indebtedness not to exceed $500,000 outstanding at any time for borrowed money incurred as part of the Debtor’s normal course of business (e.g., vendor contracts, employee payments, consultancy payments, etc.). The Debtors shall not issue or permit to exist any indebtedness that would be senior to or pari passu with either Note or any other notes issued to Secured Party pursuant to the Subscription Agreement except as permitted in the immediately foregoing sentence.

G.Subordinated Indebtedness. Other than indebtedness subject to a subordination agreement in favor of the Secured Party, which subordinates payment, liens, and remedies of the holders of such indebtedness in form and substance acceptable to the Secured Party, the Debtors shall not issue or permit to exist any indebtedness (other than indebtedness permitted under the first sentence of clause F above).

H.Liens. The Debtors shall not grant or permit to exist any lien, encumbrance, pledge or security interest on their assets other than liens arising in the ordinary course of business, securing an amount of not more than $100,000 in the aggregate, and not securing borrowed indebtedness (“Permitted Liens”).

I.Dispositions. The Debtors shall not, and shall not permit any of their Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets that constitute Collateral.

J.Patents, Trademark and Copyright Collateral.

(a)Each Debtor represents and warrants to the Secured Party that (i) as of the date hereof, such Debtor does not have any interest in, or title to, any issued or applied-for patents, registered or applied-for trademarks or registered or applied-for copyrights, in each case, issued or applied-for or registered, except as set forth in Schedule I to Exhibit A hereto (as supplemented from time to time) and (ii) this Agreement, together with the filing of the financing statements referred to in Section V of this Agreement, the recording of the Intellectual Property Security Agreements in form and substance acceptable to the Secured Party with the United States Patent and Trademark Office (the “USPTO”) or United States Copyright Office (the “USCO”), as applicable, and subsequent filings pursuant to Section J(b) for any hereafter acquired, issued or applied-for patents, registered or applied-for trademarks or registered copyrights, are or will be, as applicable, effective to create valid, perfected, first priority and continuing Liens in favor of the Secured Party on such patents, trademarks and copyrights and such perfected Liens are enforceable as such as against such Debtor. As of the date hereof, to such Debtor’s knowledge, no Person has been or is infringing, misappropriating, diluting, violating or otherwise impairing any Intellectual Property of such Debtor. As of the date hereof, such Debtor, and to such Debtor’s knowledge, each party thereto, is not in material breach or default of any material license of Intellectual Property.

(b)If any Grantor shall obtain ownership of any additional issued or applied-for patent, registered or applied-for trademark or registered copyright, the Secured Party shall have a Lien in, and the provisions of Section II of this Agreement shall automatically apply to, such issued or applied-for patent, registered or applied-for trademark or registered copyright (and also to any composite marks or other marks of such Debtor which are confusingly similar to such mark) and such Debtor shall, within a reasonable amount of time, give to the Secured Party written notice of such ownership of such registrations or applications and duly executed Intellectual Property Security Agreements (or similar documents in a form reasonably acceptable to the Secured Party and such Debtor, governed by the laws of the United States and/or relevant foreign jurisdiction), for recording with the USPTO, each relevant foreign jurisdiction, or the USCO, as applicable, covering such after-acquired registrations or applications obtained.

(c)Each Debtor authorizes the Secured Party to modify this Agreement by amending Schedule I to Exhibit A hereto to include any additional issued or applied-for patents, registered copyrights or registered or applied-for trademarks (excluding any “intent-to-use” trademark application, until such time that a statement of use has been filed with the USPTO for such application, if and to the extent that the grant of a security interest herein would render such intent to-use trademark application invalid (the “Excluded Trademarks”)), and to have an Intellectual Property Security Agreement (or similar document in a form reasonably acceptable to the Secured Party and such Debtor, governed by the laws of the State of New York and/or relevant foreign

jurisdiction), evidencing the security interest granted therein, recorded in the USPTO, each relevant foreign jurisdiction or the USCO at the expense of such Debtor.

V.FINANCING STATEMENTS AND PERFECTION OF SECURITY INTEREST. Each Debtor shall at its cost execute any Financing Statement in respect of any security interest created pursuant to this agreement that may at any time be required or that, in the reasonable opinion of the Secured Party, may at any time be desirable. If any recording or filing thereof (or the filing of any statements of continuation or assignment of any Financing Statement) is required to protect and preserve such Lien, each Debtor shall at its cost execute the same at the time and in the manner requested by Secured Parties (or any counsel on behalf of the Secured Party). To the fullest extent permitted by applicable law, each Debtor authorizes the Secured Party (or any counsel on behalf of the Secured Party) to file any such Financing Statements authorized hereunder without the signature of any Debtor, including without limitation Financing Statements in substantially the forms attached hereto as Exhibit C (collectively, the “Closing Date Financing Statements”).

Each Debtor, shall, at its expense, perform all steps reasonably requested by the Secured Party at any time to perfect, maintain or protect the Secured Party’s Liens on the Intellectual Property by executing, delivering and/or filing and recording in all appropriate offices in the United States and/or relevant foreign jurisdiction, the Intellectual Property Security Agreement (or similar document in a form reasonably acceptable to the Secured Party and such Debtor, governed by the laws of the State of New York and/or relevant foreign jurisdiction).

Each Debtor will at any time and from time to time, at the expense of such Debtor, upon request promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action that the Secured Party may request in order to create, perfect, protect and maintain the validity, perfection or priority of the security interest granted by this Agreement and to enable the Secured Party to exercise and enforce its rights and remedies under this Agreement or under any other agreement with respect to any Collateral.

Anything herein to the contrary notwithstanding, the Debtors shall have no responsibility for reimbursing the Secured Party for the expense of filing and recording Liens on the Intellectual Property in any non-US jurisdictions.

VI.DEBTORS’ RIGHTS UNTIL DEFAULT. So long as an Event of Default does not exist, each Debtor shall have the right to possess the Collateral, manage its property and sell its inventory, in each case, in the ordinary course of business, but subject to the other provisions of this Agreement, the Notes, and the Subscription Agreement and the other instruments and documents relating thereto.

VII.EVENT OF DEFAULT. An “Event of Default” shall exist under this Agreement upon (a) either Debtor failing to perform or observe any term, covenant or agreement contained in this Agreement and such failure remains uncured within fifteen (15) days of the initial occurrence thereof, or (b) the occurrence of any default or event of default under the Subscription Agreement or the Notes, in each case, without demand or notice from the Secured Party.

VIII.RIGHTS AND REMEDIES ON EVENT OF DEFAULT.

A.During the continuance of an Event of Default, the Secured Party shall have the right to declare all Obligations to be immediately due and payable and the Secured Party may exercise any and all rights and remedies hereunder or under applicable law; provided, however, if any Event of Default occurs as a consequence of the commencement of a bankruptcy or other insolvency proceeding by or against any Debtor, all of the Obligations shall be automatically and immediately due and payable without further action or demand. Without limiting the generality of the foregoing, the Secured Party shall have the right to sell or otherwise dispose of all or any part of the Collateral, either at public or private sale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as the Secured Party, in their sole discretion, may deem advisable, and the Secured Party shall have the right to purchase at any such sale. Each Debtor agrees that a notice sent at least ten days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made shall be reasonable notice of such sale or other disposition. The proceeds of any such sale, or other Collateral disposition shall be applied: first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like, and to the Secured Party’s reasonable attorneys’ fees and legal expenses; second, to the Secured Party in satisfaction of the then unpaid Obligations; and third, to the Debtors or as otherwise required by law. If, upon the sale or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party are legally entitled, the Debtors shall be jointly and severally liable for the deficiency, together with interest thereon at the rates set forth in the Notes, and the reasonable fees of any attorneys the Secured Party employs or engages; provided, however, that the foregoing shall not be deemed to require the Secured Party to resort to or initiate proceedings against the Collateral prior to the collection of any such deficiency from the Debtors. To the extent permitted by applicable law, each Debtor waives all claims, damages and demands against the Secured Party arising out of the retention or sale or lease of the Collateral or other exercise of the Secured Party’s rights and remedies with respect thereto. “UCC” means the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of New York; provided, that, to the extent that the “UCC” is used to define any term herein and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, the Secured Party’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes on the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions. The rights and remedies with respect to the Debtors and the Collateral, whether established hereby or by any other agreements, instruments or documents or by law, shall be cumulative and may be exercised singly or concurrently, and are not exclusive of any other rights or remedies provided under any other agreement, instrument or document to which any Debtor is a party or by which it or any of the Collateral is bound or by law or equity.

B.Each Debtor will upon request promptly execute and deliver all further instruments and documents, and take all further action that the Secured Party may

reasonably request in order to perfect, protect and maintain the first priority of the security interest granted by this Agreement and to enable the Secured Party to exercise and enforce its rights and remedies under this Agreement.

C.Each Debtor hereby waives (a) the right to require the Secured Party to proceed against any other person or against any other collateral it may hold; (b) other than as provided in the Notes, presentment, protest and notice of protest, demand and notice of nonpayment, demand of performance, notice of sale, and advertisement of sale, (c) following an Event of Default that is continuing, any right to the benefit of or to direct the application of any of the Collateral until the Obligations (other than inchoate indemnity obligations) shall have been paid in full in cash, and (d) any defenses which may arise by reason of, or be based on, lack of diligence in collection.

D.Any sale, whether under any power of sale hereby given or by virtue of judicial proceedings, shall operate to divest all of the Debtors’ right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the Collateral sold, and shall be a perpetual bar, both at law and in equity, against each Debtor, its successors and assigns, and against all Persons claiming the Collateral sold or any part thereof under, by or through any Debtor, its successors or assigns.

E.Each Debtor appoints the Secured Party, and any trustee, authorized agent or designee of the Secured Party, with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, effective as of the date hereof, with power, upon the Secured Party’s election, in its own name or in the name of such Debtor, during the continuance of an Event of Default, (i) to endorse any notes, checks, drafts, money orders, or other instruments of payment in respect of the Collateral that may come into the Secured Party’s possession, (ii) to sign and endorse any drafts against such Debtor, assignments, verifications and notices in connection with accounts, and other documents relating to Collateral; (iii) to pay or discharge taxes or Liens at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, issue receipt for, compromise, settle and sue for monies due in respect of the Collateral; (v) to notify Persons obligated with respect to the Collateral to make payments directly to the Secured Party; and, (vi) generally, to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things that the Secured Party deems reasonably necessary to protect, preserve and realize upon the Collateral and the Secured Party’s security interest therein to effect the intent of this Agreement, all as fully and effectually as such Debtor might or could do; and such Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable as long as any of the Obligations are outstanding.

F.Immediately upon and following an Event of Default, at Daewoong’s request, AEON will cause all Collateral, know-how, clinical data, information and other items described to be physically delivered to Daewoong, and Aeon shall take all appropriate actions to transfer the investigational new drug applications (“INDs”) associated with the Clinical Trials of the Product to Secured Party, including without limitation, the submission and response to any required correspondence with the U.S. Food & Drug Administration to transfer such INDs.

G.All of the Secured Party’s rights and remedies with respect to the Collateral, whether established hereby or by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.

IX.SECURED PARTIES’ RIGHTS; DEBTOR WAIVERS.

A.The Secured Parties’ acceptance of partial or delinquent payment from any Debtor under the Notes or hereunder, or the Secured Party’s failure to exercise any right hereunder, shall not constitute a waiver of any obligation of any Debtor hereunder, or any right of the Secured Party hereunder, and shall not affect in any way the right to require full performance at any time thereafter.

B.Each Debtor waives, to the fullest extent permitted by law, (i) any right of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshaling of the Collateral or other collateral or security for the Obligations; (ii) any right to require the Secured Party (A) to proceed against any Person, (B) to exhaust any other collateral or security for any of the Obligations, (C) to pursue any remedy in the Secured Party’s power, or (D) other than as provided in the Notes, to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any of the Collateral; and (iii) all claims, damages, and demands against the Secured Party arising out of the repossession, retention, sale or application of the proceeds of any sale of the Collateral.

C.Each Debtor hereby agrees to indemnify the Secured Party, its principals and agents (the “Indemnified Parties”) for, and agrees to protect and hold each of them harmless from and against, any and all liabilities, obligations, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees), causes of action, suits, claims, demands and judgments of any nature or description whatsoever, which may at any time be imposed upon, incurred by or awarded against any Indemnified Party (other than as a result of such Indemnified Party’s own gross negligence or willful misconduct) as a result of the grant to any Secured Party of any interest in or to any of the Collateral or in connection with this Agreement.

X.RESERVED.

XI.TERMINATION; REINSTATEMENT.

A.Termination. Upon the payment in full in cash of all Obligations (other than the obligations that are intended to survive the termination of the Notes, as the case may be) or the conversion of the Notes into equity securities of AEON pursuant to the terms of the Notes, and subject to Section XI(B) herein, this Agreement and the security interest and all other rights granted hereby shall automatically terminate and all rights to the Collateral shall revert to the Debtors without any further action of the Secured Party. Upon any such termination, the Secured Party shall authorize the Debtors to file any UCC-3 or other termination statements to evidence such termination, to release all security interest on the Collateral and to return such Collateral to the Debtors. Furthermore, the Secured Party shall, at the Debtors’ expense and upon

its written direction, execute and deliver to the Debtors such documents (including UCC-3 termination statements) as the Debtors shall reasonably request to evidence such termination, to release all security interest on the Collateral and to return such Collateral to the Debtors.

B.Reinstatement. This Agreement and the obligations of the Debtors hereunder shall automatically be reinstated if and to the extent that for any reason any payment made pursuant to this Agreement is rescinded or must otherwise be restored or returned, whether as a result of any proceedings in bankruptcy or reorganization or otherwise with respect to any Debtor or as a result of any settlement or compromise with any person (including any Debtor) in respect of such payment, and the Debtors shall pay the Secured Party on demand all of its reasonable costs and expenses (including reasonable fees of counsel) incurred by the Secured Party in connection with such rescission or restoration.

XII.MISCELLANEOUS.

A.Limitation on Liens on Collateral. Each Debtor will defend the Collateral against, and take such other action as is necessary to remove, any Lien on the Collateral except Permitted Liens, and will defend the right, title and interest of the Secured Party in and to any of such Grantor’s rights under the Collateral against the claims and demands (other than Permitted Liens) of all Persons whomsoever.

B.Amendment and Waiver. Neither this Agreement nor any part hereof may be changed, waived, or amended except by an instrument in writing signed by the Secured Party and the Debtors; and waiver on one occasion shall not operate as a waiver on any other occasion.

C.Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not so confirmed, then on the next business day, (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses shown below such parties signature hereunder (or at such other addresses as shall be specified by notice given in accordance with this Section XII(C)).

D.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of, the successors and assigns of the parties hereto, including, without limitation, all future holders of the Notes.

E.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, portable document format (.pdf) or other electronic transmission will be as effective as delivery of a manually executed counterpart hereof.

F.Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

G.Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

H.Governing Law; Venue. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York. Each party hereto consents to exclusive jurisdiction and venue in New York City, New York if in state court, and in the United States District Court for the Southern District of New York, if in United States federal court, for any suit or proceeding relating to, arising out of or arising under this Agreement; such courts shall have the sole and exclusive in personam, subject matter and other jurisdiction in connection with such suit or proceeding and venue shall be appropriate for all purposes in such courts.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first above written.

DEBTORS:

AEON BIOPHARMA, INC.

By: /s/ Marc Forth_____________________

Name: Marc Forth
Title: President and Chief Executive Officer

Address:

AEON Biopharma, Inc.
5 Park Plaza, Suite 1750

Irvine, CA 92614

Tel: (949) 354-6499

Email:

mf@aeonbiopharma.com; aw@aeonbiopharma.com

AEON BIOPHARMA SUB, INC.

By: /s/ Marc Forth

Name: Marc Forth
Title: Chief Executive Officer

Address:

AEON Biopharma Sub, Inc.
5 Park Plaza, Suite 1750

Irvine, CA 92614

Tel: (949) 354-6499

Email:

mf@aeonbiopharma.com; aw@aeonbiopharma.com

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first above written.

SECURED PARTY:

DAEWOONG PHARMACEUTICAL CO., LTD.

By: /s/ Sengho Jeon

Name: Sengho Jeon
Title: President & CEO

Address:

Daewoong Pharmaceutical Co., LTD.

12, Bongeunsa-ro 114, Gangnam-gu, Seoul

Attn.: Seongsoo Park, Executive Vice President

Tel: +82 10 5119 6484

Email: yann@daewoong.co.kr

with a copy (which shall not constitute notice) to:

Brown Rudnick LLP

One Financial Center

Boston, Massachusetts 02111

Attn: Andrew P. Strehle

Tel: (617) 856-8569

Email: astrehle@brownrudnick.com

And

Brown Rudnick LLP
One Financial Center
Boston, Massachusetts 02111
Attn: Jennifer Ihns Charles
Tel: (617) 856-8114

Email: jcharles@brownrudnick.com

EXHIBIT A

COLLATERAL DESCRIPTION

The Collateral consists of all of the Debtors’ right, title and interest in and to the following personal property and assets (both tangible and intangible):

All Patents, Trademark and Copyrights and other intellectual property of the Debtors (collectively, the “Intellectual Property”), including without limitation the Intellectual Property listed Schedule I to this Exhibit A and the following:

(i)all US and foreign patents, patent applications and all reissues, divisionals, continuations, renewals, extensions and continuations-in-part thereof;

(ii)all US and foreign rights in trademarks, service marks, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered, together, in each case, with the goodwill symbolized thereby;

(iii)all US and foreign copyrights, copyright applications, copyright registrations and like protections, including, without limitation, any rights in original works of authorship and derivative works thereof and copyrights in computer software, domain names, internet web sites and the content thereof, whether registered or unregistered, and any moral rights associated with the foregoing;

(iv)all rights in trade secrets, including as may be embodied in technical and business information, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information;

(v)all US and foreign registrations and applications for registration for any of the foregoing, together with all amendments, reissues, divisionals, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;

(vi)all intellectual property rights in the foregoing provided by international treaties or conventions, and all intellectual property rights corresponding thereto throughout the world;

(vii)any and all claims for damages and injunctive relief, with the rights but not the obligations to sue at law or in equity, for any past, present and future infringement, dilution, misappropriation, violation or misuse with respect to any of the foregoing; and

(viii)all licenses or other rights to use any of the copyrights, patents, trademarks, or other works and all license fees and royalties arising from such use to the extent permitted by such license or rights.

All Know-How, including all rights and title in such Know-How, related to the product known as ABP-450, as described in the applicable investigational new drug application and as described in any subsequent amendment submitted to the U.S. Food & Drug Administration, any product related to prabotulinumtoxinA or any other pharmaceutical or biological preparation containing botulinum toxin type A with a 900 kDa protein complex or a protein complex of any other mass or weight (collectively, the “Product”), and any patents or other intellectual property rights that cover such Know-How, existing as of the date of the Agreement.

All Know-How, related to the Product, discovered, developed, invented or created by AEON or its Affiliates or third parties acting on its or their behalf, in each case, in the performance of activities under that certain License and Supply Agreement, dated as of December 20, 2019, as amended by that certain First Amendment dated as of July 29, 2022, that certain Second Amendment, dated as of January 8, 2023, that certain Third Amendment, dated as of April 24, 2023, as amended by that certain Fourth Amendment to License and Supply Agreement, dated as of March 19, 2024, and as further amended, restated, modified or supplemented from time to time, by and between the Secured Party and AEON and any patents or other intellectual property rights that cover such Know-How.

All goods incorporating Know-How, related to the Product, or appropriate or necessary to access, review, and transfer Know-How related to the Product.

All accounts, accounts receivable, deposit accounts, securities accounts, investment property and other proceeds related to the Product.

All general intangibles, permits and licenses related to the Product, including without limitation, the Clinical Research Services Agreement, by and between PPD Development, L.P. and AEON Biopharma Sub, Inc. and any other contract manufacturing organization agreement, consulting agreement, or clinical research organization agreement relating to the Product.

All regulatory filings and regulatory approvals related to the Product.

As used in this Exhibit A the following terms shall have the respective meanings:

“Copyrights” means all of the following: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise; (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, supplemental registrations and pending applications for registration in the USCO and/or any other equivalent intellectual property agency or office in any foreign country and the right to obtain all renewals, extensions, supplements, reversions, reissues and continuations thereof; (c) all claims for, and rights to sue or otherwise recover for, past, present or future infringements or other violations of any of the foregoing; and (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past, present or future infringement or other violations thereof.

“Know-How” means intellectual property, data, results, pre-clinical and clinical protocols and data from studies and clinical trials, chemical structures, chemical sequences, materials, information, inventions, know-how, formulae, trade secrets, technique, methods, processes, procedures and developments, whether or not patentable. For the avoidance of doubt, Know-How also includes (x) all information submitted to a governmental authority for a regulatory approval, (y) all information, software and materials incorporating know-how.

“Patents” means all of the following: (a) all patents of the United States or the equivalent thereof in any other country or jurisdiction, and all applications for patents of the United States or the equivalent thereof in any other country or jurisdiction, (b) all provisionals, reissues, extensions, continuations, divisions, continuations-in-part, reexaminations or revisions thereof, and the inventions, discoveries, improvements and designs disclosed or claimed therein, including the right to make, use, import and/or sell the inventions disclosed or claimed therein, (c) all claims for, and rights to sue or otherwise recover for, past, present or future infringements or other violations of any of the foregoing and (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past, present or future infringement or other violation thereof.

“Trademarks” means all of the following: (a) all trademarks, service marks, certification marks, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, internet domain names, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof (if any), and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all renewals thereof, (b) all goodwill associated with or symbolized by the foregoing, (c) all claims for, and rights to sue or otherwise recover for, past, present or future infringements, dilutions or other violations of any of the foregoing or unfair competition therewith and (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past, present or future infringement, dilutions or other violations thereof or unfair competition therewith.

Terms used in this Exhibit A but not defined herein, or in the Notes shall have the meaning given to such terms in the UCC.

Schedule I to Exhibit A

Trademarks


Mark	Ctry	Application #	File Date	Registration #	Reg Date
AEON BIOPHARMA	AU	2333703	2/9/2023	2333703	9/18/2023
AEON BIOPHARMA	NZ	1230200	2/9/2023	1230200	8/10/2023
AEON BIOPHARMA	CA	2238933	2/9/2023
AEON BIOPHARMA	ZA	2023/03363	2/9/2023
AEON BIOPHARMA	MX	2889987	2/9/2023	2557829	6/9/2023
AEON BIOPHARMA	IL	361036	2/12/2023
AEON BIOPHARMA	EU	018834012	2/9/2023	018834012	6/7/2023
AEON BIOPHARMA	GB	UK00003876266	2/9/2023	UK00003876266	5/5/2023
AEON BIOPHARMA	RU	2023709769	2/10/2023
AEON BIOPHARMA	IN	5805743	2/13/2023
AEON BIOPHARMA	TR	2023/018399	2/9/2023	2023 018399	10/5/2023

Patents


Title	Ctry	Serial #	Filed Date	Patent #	Issue Date
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	US	17/006,685	8/28/2020	11,826,405	11/28/2023
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	AU	2020340428	8/28/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	CA	3152024	8/28/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	EP	20858367.4	8/28/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	HK	62022065896.2	12/20/2022
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	RU	2022103721	8/28/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	ZA	2022/02302	8/28/2020	2022/02302	7/26/2023
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING NEUROLOGIC AND PSYCHIATRIC DISORDERS	AU	2020336212	8/28/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING NEUROLOGIC AND PSYCHIATRIC DISORDERS	CA	3151970	8/28/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING NEUROLOGIC AND PSYCHIATRIC DISORDERS	EP	20857518.3	8/28/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING NEUROLOGIC AND PSYCHIATRIC DISORDERS	HK	62022065898.8	12/20/2022
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING NEUROLOGIC AND PSYCHIATRIC DISORDERS	RU	2022103722	8/28/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING NEUROLOGIC AND PSYCHIATRIC DISORDERS	US	17/638,673	2/25/2022


Title	Ctry	Serial #	Filed Date	Patent #	Issue Date
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING NEUROLOGIC AND PSYCHIATRIC DISORDERS	ZA	2022/02304	8/28/2020	2022/02304	6/28/2023
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING GASTROPARESIS	AU	2020345770	9/9/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING GASTROPARESIS	AU	2024200555	1/30/2024
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING GASTROPARESIS	CA	3153362	9/9/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING GASTROPARESIS	EP	20863078.0	9/9/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING GASTROPARESIS	HK	62023067381.1	1/20/2023
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING GASTROPARESIS	RU	2022105767	9/9/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING GASTROPARESIS	US	17/641,039	9/13/2022
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING GASTROPARESIS	ZA	2022/02571	9/9/2020	2022/02571	5/31/2023
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	MX	MX/a/2022/002489	8/28/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	IL	290996	8/28/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	NZ	785202	8/28/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	JP	2022-513932	8/28/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING NEUROLOGIC AND PSYCHIATRIC DISORDERS	MX	MX/a/2022/002367	8/28/2020


Title	Ctry	Serial #	Filed Date	Patent #	Issue Date
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING NEUROLOGIC AND PSYCHIATRIC DISORDERS	IL	290997	8/28/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING NEUROLOGIC AND PSYCHIATRIC DISORDERS	NZ	785207	8/28/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING NEUROLOGIC AND PSYCHIATRIC DISORDERS	JP	2022-513950	8/28/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING GASTROPARESIS	MX	MX/a/2022/002853	9/9/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING GASTROPARESIS	IL	291201	9/9/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING GASTROPARESIS	NZ	785211	9/9/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING GASTROPARESIS	JP	2022-515659	9/9/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	KR	10-2022-7010338	8/28/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING NEUROLOGIC AND PSYCHIATRIC DISORDERS	KR	10-2022-7010339	8/28/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING GASTROPARESIS	KR	10-2022-7011602	9/9/2020
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	WO	PCT/US2022/018018	2/25/2022
SINGLE-USE NEUROTOXIN FORMULATIONS AND PACKAGING	WO	PCT/US2022/074844	8/11/2022
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING CARDIOVASCULAR DISORDERS	AU	2021233980	3/12/2021
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING CARDIOVASCULAR DISORDERS	CA	3175099	3/12/2021


Title	Ctry	Serial #	Filed Date	Patent #	Issue Date
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING CARDIOVASCULAR DISORDERS	EP	21767608.9	3/12/2021
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING CARDIOVASCULAR DISORDERS	HK	62023075995.8	7/14/2023
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING CARDIOVASCULAR DISORDERS	IL	296339	3/12/2021
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING CARDIOVASCULAR DISORDERS	JP	2022-554589	3/12/2021
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING CARDIOVASCULAR DISORDERS	KR	10-2022-7035302	3/12/2021
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING CARDIOVASCULAR DISORDERS	MX	MX/a/2022/011332	3/12/2021
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING CARDIOVASCULAR DISORDERS	NZ	791989	3/12/2021
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING CARDIOVASCULAR DISORDERS	RU	2022126401	3/12/2021
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING CARDIOVASCULAR DISORDERS	ZA	2022/09970	3/12/2021	2022/09970	11/29/2023
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING CARDIOVASCULAR DISORDERS	US	17/911,089	9/12/2022
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING DIGESTIVE DISORDERS	WO	PCT/US2022/080244	11/21/2022
NEUROTOXIN COMPOSITIONS FOR USE IN REGULATING BRAIN TEMPERATURE	WO	PCT/US2023/065808	4/14/2023
NEUROTOXIN COMPOSITIONS FOR USE IN MODULATING STELLATE GANGLION ACTIVITY	WO	PCT/US2023/018717	4/14/2023
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	AU	2022226275	2/25/2022


Title	Ctry	Serial #	Filed Date	Patent #	Issue Date
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	CA	3212003	2/25/2022
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	EP	22760536.7	2/25/2022
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	IL	305424	2/25/2022
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	JP	2023-552057	2/25/2022
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	MX	MX/a/2023/009867	2/25/2022
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	NZ	802608	2/25/2022
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	RU	2023124575	2/25/2022
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	ZA	2023/08144	2/25/2022
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	KR	10-2023-7033063	2/25/2022
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	US	18/278,937	8/25/2023
NEUROTOXIN COMPOSITIONS FOR USE IN TREATING HEADACHE	US	18/492,533	10/23/2023
OPTIMIZATION OF BOTULINUM TOXIN TREATMENT OF MIGRAINE AND OTHER HEADACHE DISORDERS	WO	PCT/US2023/080969	11/22/2023
COMPOSITIONS FOR USE IN TREATING HEADACHE DISORDERS	WO	PCT/US2023/078959	11/7/2023
SINGLE-USE NEUROTOXIN FORMULATIONS AND PACKAGING	WO	PCT/US2022/074844	8/11/2022


Title	Ctry	Serial #	Filed Date	Patent #	Issue Date
SINGLE-USE NEUROTOXIN FORMULATIONS AND PACKAGING	EP	PCT/US2022/074844	8/11/2022
SINGLE-USE NEUROTOXIN FORMULATIONS AND PACKAGING	KR	PCT/US2022/074844	8/11/2022
SINGLE-USE NEUROTOXIN FORMULATIONS AND PACKAGING	US	63/232,410	8/12/2022
SINGLE-USE NEUROTOXIN FORMULATIONS AND PACKAGING	WO	PCT/US2022/074844	8/11/2022
SINGLE-USE NEUROTOXIN FORMULATIONS AND PACKAGING	EP	22856813.5	8/11/2022
SINGLE-USE NEUROTOXIN FORMULATIONS AND PACKAGING	KR	10-2024-7008171	8/11/2022
SINGLE-USE NEUROTOXIN FORMULATIONS AND PACKAGING	US	18/682,352	2/8/2024

EXHIBIT C

CLOSING DATE FINANCING STATEMENTS

Exhibit 10.3

GUARANTY

This GUARANTY (this “Guaranty”) dated as of March 19, 2024 is made by AEON Biopharma Sub, Inc., a Delaware corporation (“Guarantor”), in favor and for the benefit of Daewoong Pharmaceutical Co., LTD., a company organized and existing under the laws of the Republic of Korea (“Purchaser”).

Reference is made to (i) that certain Subscription Agreement dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Purchase Agreement”; all capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement) pursuant to which the Purchaser desires to purchase from AEON Biopharma, Inc., a Delaware corporation and parent corporation of Guarantor (the “Company”), two convertible promissory notes (collectively, the “Notes”) in the aggregate initial principal amount of $15,000,000.

In consideration of the substantial direct and indirect benefits derived by Guarantor from the transactions under the Purchase Agreement and the Notes, and in order to induce Purchaser to enter into the Purchase Agreement and purchase the Notes, the parties hereto hereby agree as follows:

1.Guaranty. Guarantor absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment and performance of all present and future obligations, principal, capitalized principal, liabilities, covenants and agreements required to be observed and performed or paid or reimbursed by the Company under or relating to the Purchase Agreement and the Notes, plus all costs, expenses and fees (including the reasonable fees and expenses of Purchaser’s counsel) in any way relating to the enforcement or protection of Purchaser’s rights hereunder (collectively, the “Obligations”).

2.Guaranty Absolute and Unconditional. Guarantor agrees that its Obligations under this Guaranty are irrevocable, continuing, absolute and unconditional and shall not be discharged or impaired or otherwise affected by, and Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by reason of:

(a)Any illegality, invalidity or unenforceability of any Obligation or the Purchase Agreement or the Notes or any related agreement or instrument, or any law, regulation, decree or order of any jurisdiction or any other event affecting any term of the Obligations.

(b)Any change in the time, place or manner of payment or performance of, or in any other term of the Obligations, or any rescission, waiver, release, assignment, amendment or other modification of the Purchase Agreement or the Notes.

(c)Any taking, exchange, substitution, release, impairment, amendment, waiver, modification or non-perfection of any collateral or any other guaranty for the Obligations, or any manner of sale, disposition or application of proceeds of any collateral or other assets to all or part of the Obligations.

(d)Any default, failure or delay, willful or otherwise, in the performance of the Obligations.

(e)Any change, restructuring or termination of the corporate structure, ownership or existence of Guarantor or the Company or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting restructuring, release or discharge of any Obligations.

(f)Any failure of Purchaser to disclose to Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company now or hereafter known to Purchaser, Guarantor waiving any duty of Purchaser to disclose such information.

(g)The failure of any other guarantor or third party to execute or deliver this Guaranty or any other guaranty or agreement, or the release or reduction of liability of Guarantor or any other guarantor or surety with respect to the Obligations.

(h)The failure of Purchaser to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Purchase Agreement and the Notes or otherwise.

(i)The existence of any claim, set-off, counterclaim, recoupment or other rights that Guarantor or the Company may have against Purchaser (other than a defense of payment or performance).

(j)Any other circumstance (including, without limitation, any statute of limitations), act, omission or manner of administering the Purchase Agreement or the Notes or any existence of or reliance on any representation by Purchaser that might vary the risk of Guarantor or otherwise operate as a defense available to, or a legal or equitable discharge of, Guarantor.

3.Certain Waivers; Acknowledgments. Guarantor further acknowledges and agrees as follows:

(a)Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all presently existing and future Obligations, until the complete, irrevocable and indefeasible payment and satisfaction in full of the Obligations.

(b)This Guaranty is a guaranty of payment and performance and not of collection. Purchaser shall not be obligated to enforce or exhaust its remedies against the Company or under the Purchase Agreement or the Notes before proceeding to enforce this Guaranty.

(c)This Guaranty is a direct guaranty and independent of the obligations of the Company under the Purchase Agreement and the Notes. Purchaser may resort to Guarantor for payment and performance of the Obligations whether or not Purchaser shall have resorted to any other remedies or shall have proceeded against the Company or any other guarantors with respect to the Obligations. Purchaser may, at Purchaser’s option, proceed against Guarantor and the Company, jointly and severally, or against Guarantor only without having obtained a judgment against the Company.

(d)Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Obligations and this Guaranty and any requirement that Purchaser protect, secure, perfect or insure any lien or any property subject thereto.

(e)Notwithstanding anything contained herein to the contrary, the Obligations of Guarantor shall be limited to the maximum amount so as to not constitute a fraudulent transfer or conveyance for purposes of the United States Bankruptcy Code or any applicable state law or otherwise to the extent applicable to this Guaranty and the Obligations of Guarantor hereunder.

(f)Guarantor agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time all or part of any payment of any Obligation is voided, rescinded or recovered or must otherwise be returned by Purchaser upon the insolvency, bankruptcy or reorganization of the Company.

(g)Guarantor agrees that upon and following the occurrence of any Event of Default (as defined in the Notes) any indebtedness of the Company now or hereafter held by Guarantor is hereby subordinated to any indebtedness of Company to Purchaser; and such indebtedness of the Company to Guarantor shall be collected, enforced and received by Guarantor as trustee for Purchaser and be paid over to Purchaser on account of the indebtedness of the Company to Purchaser but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty.

4.Subrogation. Guarantor waives and shall not exercise any rights that it may acquire by way of subrogation, contribution, reimbursement or indemnification for payments made under this Guaranty until all Obligations shall have been indefeasibly paid and discharged in full.

5.Payments. All payments made by Guarantor hereunder will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any governmental authority or by any political subdivision or taxing authority thereof or therein with respect to such payments and all interest, penalties or similar liabilities with respect thereto (all such taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, Guarantor agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Guaranty, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein, in the Purchase Agreement and the Notes.

6.Representations and Warranties. To induce Purchaser to enter into the Purchase Agreement and the Notes, Guarantor represents and warrants that: (a) it is a duly organized and validly existing corporation in good standing under the laws of the jurisdiction of its organization; (b) this Guaranty constitutes Guarantor’s valid and legally binding agreement in accordance with its terms; (c) the execution, delivery and performance of this Guaranty have been duly and validly authorized by all necessary action, will not violate any order, judgment or decree to which Guarantor or any of its assets may be subject and no other proceedings on the part of the either Guarantor are necessary to authorize this Guaranty; and (d) Guarantor is currently solvent and will not be rendered insolvent by providing this Guaranty.

7.Corporate Existence. Guarantor covenants and agrees that it shall maintain its corporate existence, remain in good standing in Delaware, and continue to qualify in each jurisdiction in which the failure to so qualify could have a material adverse effect on the financial condition, operations or business of Guarantor. Guarantor shall maintain in force all licenses, approvals and agreements, the loss of which could have a material adverse effect on its financial condition, operations or business. Notwithstanding the foregoing, nothing herein shall prevent Guarantor from merging with and into the Company, with the Company as the surviving corporation in such merger.

8.Notices. Any notice or communication provided for by this Guaranty shall be in writing and shall be delivered in person, or sent by telecopy or fax or electronic mail, or mailed, first class, postage prepaid, or sent by internationally recognized overnight delivery service addressed to the Company, the Guarantor or the Purchaser at their respective addresses, email addresses or fax numbers set forth on the signature page hereto. All notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by

commercial courier service; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if faxed or emailed.

9.Assignment. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that Guarantor may not, without the prior written consent of Purchaser, assign any of its rights, powers or obligations hereunder. Purchaser may assign this Guaranty and its rights hereunder without the consent of Guarantor or Company. Any attempted assignment by Guarantor or Company in violation of this section shall be null and void.

10.Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(i)This Guaranty and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

(ii)Any claim, complaint, or action brought under this Guaranty shall be brought in a court of competent jurisdiction in the State of Delaware, whose courts shall have exclusive jurisdiction over claims, complaints, or actions brought under this Guaranty, and the parties hereby agree and submit to the personal jurisdiction and venue thereof. Each of the parties hereto irrevocably waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby irrevocably and unconditionally consents to the granting of such legal or equitable relief as is deemed appropriate by such court.

(iii)THE PARTIES HERETO EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS GUARANTY OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES HERETO EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT EACH AND ANY PARTY HERETO MAY FILE A COPY OF THIS GUARANTY WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

(iv)This Section 10 shall survive the termination of this Guaranty and the repayment of all obligations..

11.Cumulative Rights. Each right, remedy and power hereby granted to Purchaser or allowed it by applicable law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by Purchaser at any time or from time to time.

12.Severability. If any provision of this Guaranty is to any extent determined by final decision of a court of competent jurisdiction to be unenforceable, the remainder of this Guaranty shall not be affected thereby, and each provision of this Guaranty shall be valid and enforceable to the fullest extent permitted by law.

13.Entire Agreement; Amendments; Headings; Effectiveness. This Guaranty constitutes the sole and entire agreement of Guarantor and Purchaser with respect to the subject matter hereof and supersedes all previous agreements or understandings, oral or written, with respect to such subject matter. No amendment or waiver of any provision of this Guaranty shall be valid and binding unless it is in writing and signed, in the case of an amendment, by both parties, or in the case of a waiver, by the party against which the waiver is to be effective. Section headings are for convenience of reference only and shall not define, modify, expand or limit any of the terms of this Guaranty. Delivery of this Guaranty by facsimile or in electronic (i.e., pdf or tif) format shall be effective as delivery of a manually executed original of this Guaranty.

14.Titles and Subtitles. The titles and subtitles used in this Guaranty are used for convenience only and are not to be considered in construing or interpreting this Guaranty.

15.Counterparts. This Guaranty may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. This Guaranty may also be executed and delivered by facsimile or other electronic delivery of signature.

16.Severability. If one or more provisions of this Guaranty are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Guaranty, (ii) the balance of this Guaranty shall be interpreted as if such provision were so excluded and (iii) the balance of this Guaranty shall be enforceable in accordance with its terms.

17.Entire Agreement. This Guaranty, and the documents referred to herein, constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements existing between the parties hereto are expressly canceled.

18.Further Assurances. The Parties agree to execute and deliver, or cause to be duly executed and delivered, such further instruments, agreements and documents and do and cause to be done such further acts and things, as may be necessary or as the other Party may reasonably request for the purpose of carrying out the intent of this Guaranty.

[signature page follows]

IN WITNESS WHEREOF, each of the parties hereto has executed this guaranty as of the day and year first above written.

GUARANTOR:

AEON BIOPHARMA Sub, Inc.

By: /s/ Marc Forth

Name: Marc Forth

Title: Chief Executive Officer

Address: 5 Park Plaza, Suite 1750, Irvine, CA 92614

PURCHASER:

Daewoong PHARMACEUTICAL co., ltd.

By: /s/ Sengho Jeon

Name: Sengho Jeon
Title: President & CEO

Address: 12, Bongeunsa-ro 114, Gangnam-gu, Seoul

The undersigned hereby acknowledges receipt of a copy of the foregoing Guaranty and consents to the terms thereof, as of the date first above written.

AEON BIOPHARMA, INC.

By: /s/ Marc Forth

Name: Marc Forth

Title: President and Chief Executive Officer

Address: 5 Park Plaza, Suite 1750, Irvine, CA 92614

Exhibit 10.4

AEON BIOPHARMA, INC.

FOURTH AMENDMENT

TO THE

LICENSE AND SUPPLY AGREEMENT

This Fourth Amendment to the License and Supply Agreement (this “Fourth Amendment”), is made and entered into as of March 19, 2024 (“Fourth Amendment Effective Date”), by and between AEON Biopharma Sub, Inc. (previously known as AEON Biopharma, Inc.), a Delaware corporation (the “AEON”), and Daewoong Pharmaceutical Co., Ltd., a corporation organized and existing under the laws of the Republic of Korea (“Daewoong”).

WHEREAS: AEON Biopharma, Inc. (previously known as Priveterra Acquisition Corp.), a Delaware corporation (“AEON Parent”) and Daewoong have entered into that certain Subscription Agreement, dated as of even date herewith (the “Subscription Agreement”) relating to the issuance and sale by AEON Parent to Daewoong, and the purchase by Daewoong, of an aggregate of up to $15,000,000 USD of senior secured convertible notes (the “Notes”), in respect of which AEON has provided a guaranty of payment and performance;

WHEREAS: AEON and Daewoong entered into that certain License and Supply Agreement, dated as of December 20, 2019, as amended by that certain First Amendment dated as of July 29, 2022, that certain Second Amendment, dated as of January 8, 2023, and that certain Third Amendment, dated as of April 24, 2023 (collectively, the “License Agreement”); and

WHEREAS: in connection with the entry into the Subscription Agreement by AEON Parent and Daewoong and purchase and sale of Notes thereunder, AEON and Daewoong desire to amend the License Agreement as set forth herein.

NOW, THEREFORE: For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby covenant and agree to be bound as follows:

1.Capitalized Terms. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to them in the License Agreement. All references to the term “Agreement” in the License Agreement shall be deemed to include all of the terms and conditions of this Fourth Amendment.

2.Amendment. The License Agreement is hereby amended and restated as follows:

Article 16 of the License Agreement is hereby amended to add the following new Sections 16.3, 16.4 and 16.5:

“16.3At DAEWOONG’s election, this Agreement shall terminate forthwith without any notice in the event over any six (6) month period (a) AEON ceases for any reason to Commercialize the Product in all countries in the Territory and (b) AEON ceases to advance any clinical studies of the Product in the Territory.

16.4AEON hereby irrevocably grants to DAEWOONG, as of the Fourth Amendment Effective Date, the right to purchase for the price of one dollar (US$1.00), and AEON irrevocably agrees to sell to DAEWOONG (i) all Know-How related to the Product,

including but not limited to ABP-450, and including but not limited to all intellectual property (including AEON trademarks and patents held worldwide), documents and information related to non-clincial studies and Clinical Trials of the Product, including the Protocols, data, interim findings and final results of such non-clinical studies and Clinical Trials, and (ii) all information, software, materials, and goods that incorporate any Know-How, or that are reasonably necessary to access, review, or transfer to DAEWOONG the Know-How (clauses (i) and (ii) are the “Termination Purchase Right”). DAEWOONG may, in its sole discretion, exercise the Termination Purchase Right upon, or at any time following, the termination of the License Agreement pursuant to Section 16.2 or 16.3. Immediately upon such purchase, AEON will cause all such Know-How, clinical data,information and other items described in clauses (i) and (ii) of this Section 16.4 to be physically delivered to Daewoong, and Aeon shall take all appropriate actions to transfer the investigational new drug applications (“INDs”) associated with the Clinical Trials of the Product to Daewoong, including without limitation, the submission and response to any required correspondence with the U.S. Food & Drug Administration to transfer such INDs. The Termination Purchase Right shall terminate and expire upon the earliest to occur of the time at which DAEWOONG and Daewoong Co., LTD., collectively, sell fifty percent (50%) of the sum of (x) AEON common stock that is held by DAEWOONG and Daewoong Co., LTD. on the Fourth Amendment Effective Date, and (y) AEON common stock that DAEWOONG would be issued upon an automatic or optional conversion of the Notes.

“Know-How” means intellectual property, data, results, pre-clinical and clinical protocols and data from studies and Clinical Trials, chemical structures, chemical sequences, materials, information, inventions, know-how, formulae, trade secrets, technique, methods, processes, procedures and developments, whether or not patentable. For the avoidance of doubt, Know-How also includes all information submitted to a Governmental Authority for a Regulatory Approval.

A “Change of Control” shall be deemed to have occurred if, after the Effective Date, (i) the beneficial ownership of securities representing more than 50% of the combined voting power of AEON is acquired by any person (other than AEON, any subsidiary of AEON, or any trustee or other fiduciary holding securities under an employee benefit plan of AEON), (ii) the merger or consolidation of AEON with or into another corporation where the shareholders of AEON, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of AEON immediately prior to such merger or consolidation, or (iii) the sale or other disposition of all or substantially all of AEON’s assets to an entity, other than a sale or disposition by AEON of all or substantially all of AEON’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of AEON, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of AEON immediately prior to such sale or disposition. Notwithstanding anything in this Agreement or otherwise to the contrary, the filing of a receivership, insolvency of bankruptcy proceeding, the appointment of a receiver, trustee, or entity or person with similar authority with respect to AEON in connection with a receivership, insolvency proceeding, bankruptcy, or similar proceeding shall be deemed not to constitute a Change of Control under the terms of this Agreement.

“16.5AEON understands and acknowledges that a breach of or a failure to perform its obligations under Section 16.4 of this Agreement would foreseeably cause irreparable harm to DAEWOONG. Accordingly, AEON hereby agrees that it shall indemnify, defend, and hold harmless DAEWOONG against any and all Losses, whether direct, indirect, or consequential, and DAEWOONG’s lost profits and lost opportunities, that DAEWOONG sustains, directly or indirectly, as a result of AEON’s breach of its obligations under Section 16.4. No limitation of liability or other provision of this Agreement shall limit DAEWOONG’s recovery of such damages. For purposes of this Agreement, “Losses” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

iii.Section 18.3 of the License Agreement is hereby amended as follows:

“18.3Article 3.5, Article 6.6, Article 7, Article 9.6, Article 14, Section 16.4, Section 16.5, Article 17, Article 18, Article 20, Article 21, and Article 25 of this Agreement, and Section 3 of the First Amendment to the License and Supply Agreement, and any other provision of this Agreement (as amended) that by its terms would survive expiration or termination, shall survive expiration or termination of this Agreement.”

3.Consideration. Notwithstanding anything to the contrary, in the event that all conditions precedent for such investments are timely satisfied but the amounts required to be invested into AEON Parent pursuant to the Subscription Agreement are not timely delivered when required under the terms of the Subscription Agreement, this Fourth Amendment shall automatically become null and void and shall have no further force or effect.

4.No Further Amendment. Except as expressly amended or modified hereby, all terms and conditions of the License Agreement (as amended) are hereby ratified and confirmed and shall remain in full force and effect. In the event of a conflict between the terms of the License Agreement and the terms of this Fourth Amendment, the terms of this Fourth Amendment shall control.

5.Counterparts. This Fourth Amendment may be executed in counterparts, and execution by each of the parties hereto of any one of such counterparts will constitute due execution of this Fourth Amendment. Each such counterpart hereof shall be deemed to be an original instrument, and all such counterparts together shall constitute but one agreement. Execution and delivery of this Fourth Amendment by facsimile by either party hereto shall be legal, valid, and binding to the same extent as an original signature.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the undersigned has executed this Fourth Amendment to the License and Supply Agreement as of the Fourth Amendment Effective Date.

AEON BIOPHARMA SUB, INC.

By: /s/ Marc Forth

Name:Marc Forth

Title: Chief Executive Officer

DAEWOONG PHARMACEUTICAL CO., LTD.

By: /s/ Sengho Jeon

Name: Sengho Jeon

Title: CEO & President

Exhibit 10.5

ACM ARRT J LLC

c/o Atalaya Capital Management LP

One Rockefeller Center

32nd Floor

New York, NY 10020

March 18, 2024

VIA E-MAIL

aw@aeonbiopharma.com

AEON Biopharma, Inc.

5 Park Plaza, Suite 1750

Irvine, California 92614

Email: aw@aeonbiopharma.com

Attention: Chief Legal Officer

Re:

Agreement (the “Agreement”) by and Among AEON Biopharma, Inc., a Delaware corporation (f/k/a Priveterra Acquisition Corp.), a Delaware corporation (“Counterparty”), AEON Biopharma Sub, Inc. (f/k/a AEON Biopharma, Inc.), a Delaware corporation (“Target”), and ACM ARRT J LLC (“Seller,” “we,” “us,” and “our”), to terminate the Forward Purchase Agreement dated as of June 29, 2023 (the “Forward Purchase Agreement”)

To the above-referenced party:

1.The parties hereto desire to terminate the Forward Purchase Agreement and the Transaction (as defined therein) (collectively, the “Obligations”), and agree such Obligations shall be terminated and of no further force or effect as of the date hereof, other than Paragraph (d) (Indemnification) and (i) (Securities Contract; Swap Agreement) under the Section entitled “Other Provisions” of the Forward Purchase Agreement, which will remain in full force and effect; provided, however, that as a condition precedent to the termination of the Obligations by Seller, Counterparty shall have entered definitive documentation relating to a debt or equity financing in the amount of no less than $15,000,000 (a “Transaction”), provided that the execution of the Senior Secured Convertible Notes Due 2027 Subscription Agreement, dated as of the date hereof, by and among the Company, Target and Daewoong Pharmaceutical Co., LTD. (the “Subscription Agreement”), shall satisfy such condition precedent and, provided further that, notwithstanding anything to the contrary in the Forward Purchase Agreement, the Seller agrees that a Transaction, the Subscription Agreement and any documents related thereto shall not constitute incurrence of debt under the Forward Purchase Agreement. For the avoidance of doubt, (i) Seller is retaining all of the securities of Counterparty owned by Seller as of the date of this Agreement, and (ii) Seller will not be obligated to pay the Settlement Amount or any Early Termination Obligation to Counterparty or Target.

2.Each party hereto agrees that, in addition to retaining all securities of Counterparty owned by Seller, Seller shall also retain the Prepayment Amount (as defined in the Forward Purchase Agreement) in full, and holds all rights, title and interest, free and clear of any and all liens, charges, encumbrances, debts, obligations and liabilities whatsoever, in such amounts; and that the waivers set forth herein, include a waiver of any claims of Target and Counterparty to such amounts.

3.In consideration of the terms of this Agreement and other valuable consideration, each of (a) Counterparty and Target, jointly and severally, and (b) Seller, individually, on behalf of itself and its respective present and former agents (including attorneys), representatives, family members, predecessors, successors, assigns, heirs, distributees, executors, administrators, estates, trusts, beneficiaries (as applicable) and all other persons or entities acting by, through, or in concert with it, or acting at its direction or on its behalf, hereby knowingly, voluntarily, and expressly releases, remits, acquits, waives, holds harmless, and forever discharges Seller (in the case of Target and Counterparty) and Target and Counterparty (in the case of Seller) and all of the respective current and former representatives, entities, affiliates, agents (including attorneys), heirs, administrators, executors, trustees, beneficiaries, successors and assigns (as applicable), from any and all causes of action, suits, liens, orders, debts, accounts, covenants, agreements, contracts, promises, controversies, damages, liabilities, obligations, payments, judgments, costs, charges, penalties, forfeitures, expenses, attorneys’ fees, claims, demands, disputes, objections, and challenges of whatever kind or nature, at law or in equity, in tort or in contract, by statute, pursuant to case law or otherwise, whether now known or unknown, foreseen or unforeseen, vested or contingent, suspected or unsuspected, and which have existed or may have existed, which do exist or may in the future exist, including, but not limited to, those claims arising out of or relating to the Forward Purchase Agreement, from the beginning of the world to the date of this Agreement.

4.Reference is made to the Subscription Agreement (the “Subscription Agreement”) dated June 29, 2023 by and among Counterparty and Seller. The parties hereto hereby agree that Seller’s securities shall be deemed to be “Subscribed Shares” pursuant to the terms of the Subscription Agreement and that Counterparty shall use reasonable best efforts to file a Registration Statement (as defined in the Subscription Agreement), or shall amend an existing Registration Statement, to register the resale of all unregistered Subscribed Shares within forty-five (45) days of the date hereof. Counterparty agrees that it shall ensure that no registration statement other than the Registration Statement containing Seller’s securities may go effective prior to such Registration Statement, other than registration statements on Form S-8, and that it shall use its reasonable best effort efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than ninety (90) calendar days after the date of this Agreement (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after the date of this Agreement if the Registration Statement is reviewed by, and comments thereto are provided from, the Securities and Exchange Commission. Notwithstanding the foregoing, in the event the Registration Statement is not declared effective by May 1, 2024 (the “Damages Deadline”), the Seller shall be entitled to liquidated damages in the amount of (i) $25,000.00 for each day after the Damages Deadline that the Registration Statement has not been declared effective through (and including) May 15, 2024 and (ii) $75,000.00 for each day after May 15, 2024 that the Registration Statement has not been declared effective (collectively, the “Liquidated Damages”). The Liquidated Damages shall not exceed $1,500,000.00.

5.Each party hereto hereby represents and warrants that the execution of this Agreement has been duly authorized by all necessary corporate action on its part and that the officer or other agent executing this Agreement on its behalf has the authority to execute the same and to bind it to the terms and conditions of this Agreement.

6.Counterparty and its subsidiaries have not taken any steps to seek protection pursuant to any bankruptcy law nor does Counterparty have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. Counterparty and its subsidiaries will not be Insolvent (as defined below) after giving effect to the transactions contemplated hereby. For purposes of this Section 6, “Insolvent” means that as of the date hereof (i) the present fair saleable value of Counterparty’s assets is less than the amount

required to pay Counterparty’s total indebtedness or (ii) Counterparty is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities reach their scheduled maturities.

7.Counterparty and Target entered into a forward purchase agreement (the “Polar Agreement”) with Polar Multi-Strategy Master Fund (“Polar”) concurrently with their entry into the Forward Purchase Agreement. Counterparty and Target agree that the Polar Agreement will be terminated concurrently with the Forward Purchase Agreement, and that the terms of the termination of the Polar Agreement are not materially more favorable to Polar than the terms of this Agreement are in respect of Seller. In the event that Polar is afforded any such more favorable terms than Seller, Counterparty and Target shall promptly inform Seller of such more favorable terms in writing, and Seller shall have the right to elect to have such more favorable terms, in which case the parties hereto shall promptly amend this Agreement to effect the same.

8.THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

9.This Agreement may be executed in any number of counterparts by original, facsimile or email signature. All executed counterparts shall constitute one Agreement not withstanding that all signatories are not signatories to the original or the same counterpart. Facsimile and scanned signatures are considered original signatures.

10.Each party will bear its own legal expenses in the execution of this Agreement.

[Signature Page Follows]

This Agreement was provided in compliance with the notice provisions and requirements of the Forward Purchase Agreement.

ACM ARRT J LLC

By: /s/ Drew Phillips__________________

Name: Drew Phillips

Title: Authorized Signatory

Agreed:

AEON BIOPHARMA, INC.

By: /s/ Marc Forth________________________

Name: Marc Forth

Title: President and Chief Executive Officer

AEON Biopharma Sub, Inc.

By: /s/ Marc Forth________________________

Name: Marc Forth

Title: Chief Executive Officer

With a copy to:

DLA Piper LLP (US)

555 Mission Street

Suite 2400

San Francisco, CA 94105

Attention: Jeffrey C. Selman

Email: jeffrey.selman@us.dlapiper.com

Exhibit 10.6

Polar Multi-Strategy Master Fund

c/o Mourant Governance Services (Cayman) Limited

94 Solaris Avenue Camana Bay

PO Box 1348

Grand Cayman KY1-1108

Cayman Islands

March 18, 2024

VIA E-MAIL

aw@aeonbiopharma.com

AEON Biopharma, Inc.

5 Park Plaza, Suite 1750

Irvine, California 92614

Email: aw@aeonbiopharma.com

Attention: Chief Legal Officer

Re:

Agreement (the “Agreement”) by and Among AEON Biopharma, Inc., a Delaware corporation (f/k/a Priveterra Acquisition Corp.), a Delaware corporation (“Counterparty”), AEON Biopharma Sub, Inc. (f/k/a AEON Biopharma, Inc.), a Delaware corporation (“Target”), and Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller,” “we,” “us,” and “our”), to terminate the Forward Purchase Agreement dated as of June 29, 2023 (the “Forward Purchase Agreement”)

To the above-referenced party:

obligations and liabilities whatsoever, in such amounts; and that the waivers set forth herein, include a waiver of any claims of Target and Counterparty to such amounts.

liabilities, subordinated, contingent or otherwise, as such debts and liabilities reach their scheduled maturities.

7.Counterparty and Target entered into a forward purchase agreement (the “ACM Agreement”) with ACM ARRT J LLC (“ACM”) concurrently with their entry into the Forward Purchase Agreement. Counterparty and Target agree that the ACM Agreement will be terminated concurrently with the Forward Purchase Agreement, and that the terms of the termination of the ACM Agreement are not materially more favorable to ACM than the terms of this Agreement are in respect of Seller. In the event that ACM is afforded any such more favorable terms than Seller, Counterparty and Target shall promptly inform Seller of such more favorable terms in writing, and Seller shall have the right to elect to have such more favorable terms, in which case the parties hereto shall promptly amend this Agreement to effect the same.

10.Each party will bear its own legal expenses in the execution of this Agreement.

[Signature Page Follows]

This Agreement was provided in compliance with the notice provisions and requirements of the Forward Purchase Agreement.

POLAR MULTI-STRATEGY MASTER FUND

By its investment advisor

Polar Asset Management Partners Inc.

By: /s/ Andrew Ma, /s/ Aatifa Ibrahim________

Name: Andrew Ma / Aatifa Ibrahim

Title: CCO / Legal Counsel

Agreed:

AEON BIOPHARMA, INC.

By: /s/ Marc Forth________________________

Name: Marc Forth

Title: President and Chief Executive Officer

AEON Biopharma Sub, Inc.

By: /s/ Marc Forth________________________

Name: Marc Forth

Title: Chief Executive Officer

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attention: Giovanni Caruso

E-mail: gcaruso@loeb.com

Exhibit 99.1

PRESS RELEASE

AEON Biopharma Announces Clinical Update and Productive End-of-Phase 2 Meeting with FDA on ABP-450 (prabotulinumtoxinA) for the Preventive Treatment of Migraine

– FDA and AEON align on the design and endpoints for the proposed pivotal Phase 3 trials for the preventive treatment of both episodic and chronic migraine –

– An interim analysis from the ongoing Phase 2 study in chronic migraine will now be conducted and data are expected in Q2 2024; previously stated timeline for top-line data on the complete cohort remains on track for Q3 2024 –

IRVINE, Calif., March 19, 2024 – AEON Biopharma, Inc. (“AEON” or the “Company”) (NYSE: AEON, AEON WS), a clinical-stage biopharmaceutical company focused on developing a proprietary botulinum toxin complex for the treatment of multiple debilitating medical conditions, today announced a productive end-of-Phase 2 (EOP2) meeting with the U.S. Food and Drug Administration (FDA) following the Phase 2 data in episodic migraine previously released in October 2023, that supports advancing ABP-450 (prabotulinumtoxinA) injection into the proposed pivotal Phase 3 program. As part of the updated development plan, the Company will now conduct an interim analysis of the ongoing Phase 2 study of ABP-450 for the preventive treatment of chronic migraine and anticipates releasing the data in the second quarter of 2024.

“We are pleased to announce a productive end-of-Phase 2 meeting with the FDA, during which we aligned on the proposed study design and the primary endpoint for the pivotal Phase 3 program with ABP-450 injection for the preventive treatment of episodic and chronic migraine,” commented Marc Forth, President and Chief Executive Officer of AEON. “The insights from our Phase 2 study in episodic migraine were well received by regulators and provide an exciting next step to conduct an interim analysis of the ongoing Phase 2 program in chronic migraine with the same primary endpoint we plan to utilize in the proposed Phase 3 trials. With data from over 300 participants that have completed the two 12-week treatment cycles, the interim analysis of the Phase 2 study in chronic migraine is statistically powered to show efficacy.”

“We are excited to announce the advancement of our migraine program. The dedication and hard work of our clinical and regulatory teams have been essential in bringing us to this point, and we are incredibly thankful for their efforts,” commented Marc Forth, President and Chief Executive Officer of AEON. “We extend our sincere thanks to the patients, caregivers, and investigators who dedicated their time and effort to participate in our Phase 2 study focusing on episodic and chronic migraine.”

The ongoing Phase 2 study will evaluate the efficacy and safety of ABP-450 for the prevention of chronic migraine in adults who suffer from 15 or more headache days per month and at least 8 migraine days per month. In December 2023, the study completed the enrollment of 492 patients across approximately 50 sites in the United States, Canada, and Australia. Patients have at least a one-year history of migraine (with or without aura) according to the ICHD-3 (2018) definition and diagnostic criteria. Study subjects were randomized evenly across a low-dose group receiving 150 units of ABP-450, a high dose group receiving 195 units of ABP-450, and a placebo group. All patients will receive two treatment cycles 12 weeks apart utilizing the Company’s patented treatment paradigm (U.S. Patent No. 11,826,405) involving fewer injections than the current botulinum toxin treatment option for migraine.

The interim analysis will include approximately 100 chronic migraine patients in each of the three arms that have completed the two 12-week treatment cycles. At the end of Phase 2 (EOP2) meeting, the FDA confirmed the primary endpoint to evaluate the change in mean monthly migraine days (MMD) across the entire second injection cycle (weeks 13-24) relative to the 4-week baseline period, as compared to placebo. The EOP2 meeting also confirmed the use of this same primary endpoint for the final analysis of the Phase 2 chronic migraine cohort, as well as for the planned Phase 3 studies in the prevention of both episodic migraine and chronic migraine. This 12-week evaluation period (weeks 13-24) will also flow through to the secondary endpoints and was based on the improved effect observed in the Phase 2 episodic

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Exhibit 99.1

PRESS RELEASE

migraine study. The key secondary outcome measures for the chronic migraine group will include the percentage of patients achieving a reduction of ≥50% in MMD from the 4-week baseline period to Weeks 13 to 24 treatment period, the percentage of patients achieving a reduction of ≥75% in MMD from the 4-week baseline period to Weeks 13 to 24 treatment period, the change in mean monthly headache days (MHD) from the 4-week baseline period to Weeks 13 to 24 treatment period, and overall mean change from baseline in MHD throughout the study.

About Migraine

Migraine is a complex neurological disease characterized by recurrent episodes of headaches that affects approximately 40 million people in the United States and approximately a billion people worldwide, making migraine the third most prevalent illness in the world. Patients that live with migraine experience symptoms that include recurring throbbing headache pain, nausea, vomiting, and sensitivity to light, sound, touch and smell. Migraine can be categorized as episodic migraine or chronic migraine. The Company projects that approximately 9.4 million Americans live with episodic migraine, which is characterized by fewer than 15 headache days per month and between 6 to 14 migraine days per month, but each individual attack can be just as debilitating.

About ABP-450 (prabotulinumtoxinA) Injection

ABP-450 contains a 900 kDa botulinum toxin type-A complex produced by the bacterium Clostridium botulinum. The active part of the botulinum toxin is the 150 kDa component, and the remaining 750 kDa of the complex is made up of accessory proteins that the Company believes help with the function of the active portion of the botulinum toxin. When injected at therapeutic levels, ABP-450 blocks peripheral acetylcholine release at presynaptic cholinergic nerve terminals by cleaving SNAP-25, a protein integral to the successful docking and release of acetylcholine from vesicles situated within the nerve endings leading to denervation and relaxation of the muscle.

About AEON Biopharma

AEON is a clinical stage biopharmaceutical company focused on developing its proprietary botulinum toxin complex, ABP-450 (prabotulinumtoxinA) injection, or ABP-450, for debilitating medical conditions, with an initial focus on the neurosciences market. AEON recently completed a Phase 2 study of ABP-450 for the treatment of cervical dystonia, released topline data from its Phase 2 study of ABP-450 for the preventive treatment of episodic migraine, and has an ongoing Phase 2 study of ABP-450 for the preventive treatment of chronic migraine. ABP-450 is the same botulinum toxin complex that is currently approved and marketed for cosmetic indications by Evolus under the name Jeuveau. ABP-450 is manufactured by Daewoong in compliance with current Good Manufacturing Practice, or cGMP, in a facility that has been approved by the U.S. Food and Drug Administration, or the FDA, Health Canada and European Medicines Agency, or EMA. AEON has exclusive development and distribution rights for therapeutic indications of ABP-450 in the United States, Canada, the European Union, the United Kingdom, and certain other international territories. The Company has built a highly experienced management team with specific experience in biopharmaceutical and botulinum toxin development and commercialization. To learn more about AEON and the development of its uniquely positioned therapeutic neurotoxin, visit www.aeonbiopharma.com.

Forward-Looking Statements

Certain statements in this press release may be considered forward-looking statements. Forward-looking statements generally relate to future events or AEON’s future financial or operating performance. For example, statements regarding AEON’s expected capital resources and liquidity needs and the anticipated timing of AEON’s clinical results are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "plan", "possible", "forecast", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the

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Exhibit 99.1

PRESS RELEASE

negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. AEON does not undertake any duty to update these forward-looking statements.

Contacts

Investor Contact:
Corey Davis, Ph.D.
LifeSci Advisors
+1 212 915 2577
cdavis@lifesciadvisors.com

Source: AEON Biopharma

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