Form 10-Q Evolus, Inc. For: Mar 31

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May 12, 2021 5:10 PM EDT

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EXECUTION

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of February 18, 2021 (the “Effective Date”) by and among Evolus, Inc., a Delaware corporation (the “Company”), and Medytox, Inc., a company duly organized and existing under the laws of South Korea (the “Investor”), and each other party who hereafter executes and delivers a Joinder Agreement (together with the Investor, the “Holder”) in the form attached as Exhibit A hereto (a “Joinder Agreement”) agreeing to be bound by the terms hereof.

RECITALS

WHEREAS, the Company and the Investor are parties to that certain Share Issuance Agreement, dated as of the date hereof (the “Issuance Agreement”), pursuant to which the Investor will be issued an aggregate of 6,762,652 shares of Common Stock of the Company (the “Issued Shares”); and

WHEREAS, to induce the Investor to consummate the transactions contemplated by the Issuance Agreement, the Company has agreed to provide certain registration rights for the Issued Shares under the Securities Act and applicable state securities laws.

NOW, THEREFORE, in consideration of the premises and respective covenants and agreements set forth in this Agreement and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article I.

REGISTRATION RIGHTS

Section 1.1Definitions. For purposes of this Agreement:

“Affiliate” or “Affiliated” means, with respect to any Person, any other Person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. For purposes of this definition of Affiliate, “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“beneficial ownership” (and related terms such as “beneficially owned” or “beneficial owner”) has the meaning set forth in Rule 13d-3 under the Exchange Act.

“Board” means the Board of Directors of the Company or any authorized committee thereof.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City (and, solely in the case of Section 2.3, Seoul, Korea) are authorized or required by law to be closed.

“Commission Guidance” means (i) any publicly available written guidance or rule of general applicability of the Commission staff or (ii) written comments, requirements or requests of the Commission staff to the Company in connection with the review of a Registration Statement.

“Common Stock” means shares of the Company’s common stock, par value of $0.00001 per share.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any similar or successor statute.

“FINRA” means the Financial Industry Regulatory Authority, Inc., or any successor entity thereof.

“Full Cooperation” means, in addition to the cooperation otherwise required by this Agreement, (a) in connection with any underwritten offering, members of senior management of the Company (including the chief executive officer and chief financial officer) reasonably cooperate with the underwriter(s) in connection therewith and make themselves reasonably available during regular business hours to participate in “road show” and other customary marketing activities in such locations (domestic and foreign) as reasonably recommended by the underwriter(s) (including one-on-one meetings with prospective purchasers of the Registrable Securities) and (b) the Company prepares preliminary and final prospectuses (preliminary and final prospectus supplements in the case of an offering pursuant to a Shelf Registration Statement) for use in connection therewith containing such additional information as reasonably requested by the underwriter(s) (in addition to the minimum amount of information required by law, rule or regulation)

“Holder” means a Person that becomes a party to this Agreement in accordance with Section 2.2 hereof. The term Holder shall not include any registered owner of Registrable Securities that holds such Registrable Securities in “street name” on behalf of beneficial owners thereof.

“Majority in Interest of Participating Holders” means Participating Holders owning a majority of the Registrable Securities included in a Registration Statement.

“Other Stockholders” means any Person (other than the Holders) who has a right to participate as a seller in any underwritten offering of Common Stock by the Company (whether for the account of the Company, the Holders or otherwise) pursuant to a registration rights agreement or other similar arrangements (other than this Agreement) with the Company.

“Participating Holders” means Holders participating, or electing to participate, in an offering of Registrable Securities pursuant to the terms of this Agreement.

“Person” means any individual, firm, corporation, company, partnership, trust, incorporated or unincorporated association, limited liability company, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind, and shall include any successor (by merger or otherwise) of any such entity.

“Registrable Securities” means (a) any Issued Shares, and (b) any capital stock or other securities of the Company issued or issuable with respect to the Issued Shares: (i) upon any conversion or exchange thereof, (ii) by way of stock dividend or other distribution, stock split or reverse stock split, or (iii) in connection with a combination of shares, recapitalization, merger, consolidation, exchange offer, reorganization or other similar event; provided, however, that Issued Shares or other securities that are considered to be Registrable Securities shall cease to be Registrable Securities (A) upon the sale thereof pursuant to and in accordance with an effective Registration Statement, (B) upon the sale thereof to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or any similar rule promulgated by the Commission then in force), (C) when any such securities held by a Holder are sold or disposed of under circumstances in which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act are met, or (D) when they cease to be outstanding.

“Registration Expenses” mean all expenses (other than Selling Expenses) arising from or incident to the performance of, or compliance with, this ARTICLE I, including, without limitation, (i) SEC, stock exchange, FINRA and other registration and filing fees, (ii) all fees and expenses incurred in connection with complying with any securities or blue sky laws (including, without limitation, fees, charges and disbursements of counsel in connection with blue sky qualifications of Registrable Securities), (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and disbursements of counsel to the Company and of its independent public accountants and any other accounting and legal fees, charges and expenses incurred by the Company (including, without limitation, any expenses arising from any special audits or “comfort letters” required in connection with or incident to any registration) , (v) the fees, charges and disbursements of any special experts retained by the Company in connection with any registration pursuant to the terms of this Agreement, (vi) all internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (vii) the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or over-the-counter trading market and (viii) Securities Act liability insurance (if the Company elects to obtain such insurance), (ix) all rating agency fees, regardless of whether any Registration Statement filed in connection with such registration is declared effective by the Commission. “Registration Expenses” shall exclude any fees or expenses related to counsel for the Participating Holders.

“Registration Statement” shall mean any Registration Statement of the Company filed with the SEC on the appropriate form pursuant to the Securities Act which covers any of the shares of Issued Shares and any other equity securities of the Company pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all materials incorporated by reference therein.

“Requesting Holder” means any Holder making a request for a Demand Registration pursuant to Section 1.2(a) hereof.

“SEC” or “Commission” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any similar or successor statute.

“Selling Expenses” shall mean the underwriting fees, discounts, selling commissions, and transfer taxes applicable to any Registrable Securities.

“underwritten registration, underwritten offering or underwritten public offering” means an offering in which securities of the Company are sold to or through one or more underwriters (as defined in Section 2(a)(11) of the Securities Act) for resale to the public.

Section 1.2Demand Registration.

(a)Request by Holders. Subject to the terms and conditions set forth in this Agreement, Holders of Registrable Securities may make a written request to the Company (a “Demand Notice”) at any time after March 31, 2022, to register all or part of their Registrable Securities for resale under the Securities Act (a “Demand Registration”). In connection with each such Demand Registration, the Company shall provide its Full Cooperation.

Each Demand Notice shall (A) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of and (B) state the intended method or methods of sale or disposition of the Registrable Securities. In connection with any Demand Registration, the Requesting Holders may request the Company file a Shelf Registration Statement, provided, that the Company is then eligible to use Form S-3 (or any successor form) under the Securities Act for such intended resale.

(b)Demand Registration. Following receipt of a Demand Notice, the Company shall:

(i) give written notice of such request for registration to all Holders of Registrable Securities within ten (10) days after receipt of a Demand Notice;

(ii) cause to be filed, as soon as practicable, but in any event within, for the filing of a Shelf Registration Statement, thirty (30) days of the date of delivery of the Demand Notice, a Registration Statement covering such Registrable Securities that the Company has been so requested to register by the Requesting Holders and other Holders of Registrable Securities who make a request to the Company, within fifteen (15) days of the mailing of the Company’s notice referred to in Section 1.2(b)(i) hereof, that their Registrable Securities also be registered, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such

Registrable Securities in accordance with the intended method of distribution specified in such Demand Notice;

(iii) use its commercially reasonable efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter, but in no event later than thirty (30) days or, if a Registration Statement is reviewed by the staff of the SEC, the Company shall use its commercially reasonable efforts to have such Registration Statement declared effected not later than sixty (60) days following the date of initial filing thereof with the SEC; and

(iv) if the Company shall have previously effected a Demand Registration pursuant to this Section 1.2, the Company shall not be required to effect any registration pursuant to Section 1.2 until a period of one hundred eighty (180) days shall have elapsed from the effective date of such previous registration statement.

(c)Selection of Underwriters; Priority for Demand Registrations.

(i)In the event that the Requesting Holders intend to distribute the Registrable Securities covered by the Demand Notice by means of an underwriting, they shall so advise the Company as part of the Demand Notice and the Company shall include such information in the notice it provides to all Holders pursuant to Section 1.2(b)(i) hereof. The managing underwriter for such underwriting shall be one or more reputable nationally recognized investment banks selected by a Majority in Interest of the Participating Holders, subject to the consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided in this Section 1.2(c).

(ii)The Company may include securities other than Registrable Securities in an underwritten offering of Registrable Securities pursuant to a Demand Notice, for any accounts (including for the account of the Company) on the terms provided below. With respect to such underwritten offering, if the managing underwriter of such offering advises the Company that, in its good faith view, that the number of Registrable Securities and other securities, if any, to be included in such offering exceeds the largest number of securities which can reasonably be sold in an orderly manner without having a significant and adverse effect on such offering (the “Maximum Offering Amount”), then the Company shall include in such registration the number which can be so sold in the following order of priority (subject to any rights set forth in that certain Stockholders’ Agreement, dated as of December 14, 2017, by and among ALPHAEON Corporation, Dental Innovations BVBA, Longitude Venture Partners II, L.P. and the company (the “Existing Stockholders’ Agreement”):

(A)first, the Registrable Securities requested to be included by the Participating Holders allocated pro rata among the Participating

Holders on the basis of the amount of Registrable Securities held by the Participating Holders (and eligible for inclusion in such offering under this Agreement) as of the date of the Demand Notice;

(B)second, to the extent that the number of Registrable Securities to be included in such registration is less than the Maximum Offering Amount, any securities requested to be included therein by the Company; and

(C)third, any Common Stock requested to be included by the Other Stockholders allocated pro rata among the such Other Stockholders on the basis of the amount of Common Stock held by the Other Stockholders (and eligible for inclusion in such offering under an agreement between such Other Stockholders and the Company) as of the date of the Demand Notice after including the Registrable Securities and the securities requested to be included by the Company in such registration.

(d)Limitations on Demand Registrations.

(i)Notwithstanding anything herein to the contrary, the Company may suspend the registration process and/or delay any Holder’s ability to use a prospectus or delay making a filing of a Registration Statement or taking any other action in connection therewith for a period of up to ninety (90) days when the Board has determined in good faith that it would be in the best interest of the Company if such Registration Statement (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any other action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”); provided, however, that such right to delay shall be exercised by the Company not more than twice in any 12-month period and the Company shall only have the right to delay so long as such Valid Business Reason exists (but in no event for a period longer than ninety (90) days in the aggregate in any twelve month period). The Company shall give notice to each Participating Holder that the registration process has been delayed and upon notice duly given, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Holders.

(ii)The Company shall not be required to effect more than three (3) Demand Registrations, provided that, if the Company is eligible to use Form S-3 (or any successor form) under the Securities Act for such intended resale of Registrable Securities, then the limit shall be three (3) per year Demand Registrations that are Shelf Registrations not involving an underwritten offering that the Company may be required to effect. A Demand Registration shall not be deemed to have been effected and shall not count as one of the Demand Registrations referenced in the immediately preceding sentence (i) unless a Registration Statement with respect thereto has become effective and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holders thereof set forth in such Registration Statement; provided, however, that such period shall not exceed twelve (12) months (except in the case of a Shelf Registration); (ii) (A) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and has not thereafter become effective; or (B) if the offering of Registrable Securities is not consummated because the underwriters of an underwritten public offering advise the Participating Holders that the Registrable Securities cannot be sold at a net price per share equal to or above the minimum net price acceptable to the Holders of a Majority in Interest of Participating Holders; provided, however, that this clause (ii)(B) shall not apply to an underwritten offering conducted on a “firm commitment basis” which is not consummated following the commencement of a roadshow; (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived (unless the cause of such conditions to closing not being satisfied shall be attributable to one or more Participating Holders or the underwriter); (iv) if the amount of Registrable Securities of Requesting Holders included in the registration are reduced to fewer than fifty percent (50%) of the Registrable Securities originally requested to be registered; or (v) if there is not Full Cooperation in connection therewith.

(iii)Notwithstanding anything herein to the contrary, the Company will not be required to effect any Demand Registration during the period starting on the date thirty (30) days prior to the Company’s estimated date of filing of, and ending on the date one-hundred eighty (180) days immediately following the effective date of, any Registration Statement (other than on Form S-4 or S-8 under the Securities Act, or any successor form) pertaining to the securities of the Company, provided that the Company is employing in good faith all commercially reasonable efforts to cause such Registration Statement to become effective.

(e)Withdrawal of Registration. Any Participating Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 1.2(a) may withdraw all or any portion of its Registrable Securities from a Demand Registration at any time. Upon receipt of a notice to such effect from a Majority in Interest of the Participating Holders with respect to all of its Registrable Securities, the Company shall cease all efforts to secure

effectiveness of the applicable Demand Registration Statement and such Registration nonetheless shall be deemed a Demand Registration for purposes of Section 1.2 unless (i) the withdrawing Participating Holders shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the Registration of such Participating Holder’s withdrawn Registrable Securities (based on the number of securities the Participating Holder sought to register, as compared to the total number of securities included on such Registration Statement) or (ii) the withdrawal is based upon (x) the Company’s failure to comply in any material respect with its obligations hereunder, (y) the institution by the Company of suspension or delay of the registration process pursuant to Section 1.2(d)(i) or (z) the reasonable determination of the Participating Holders that there has been, since the date of the Demand Notice, a material adverse change in the business or prospects of the Company.

Section 1.3Piggyback Registration.

(a)Right to Include Registrable Securities. Each time after February 16, 2022 that the Company proposes for any reason to register any of its securities of the same class as the Registrable Securities under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights (other than Demand Registrations pursuant to Section 1.2 hereof) (a “Proposed Registration”), the Company shall promptly give written notice (which notice shall be given not less than thirty (30) days prior to the expected filing date of the Proposed Registration and shall describe the intended method of distribution for the offering relating to the Proposed Registration) of such Proposed Registration to all Holders of Registrable Securities and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities in the Proposed Registration (a “Piggyback Registration”); provided, however, that the Holders shall have no right to include Registrable Securities in a registration (i) pursuant to a Registration Statement on Form S-8 (or any successor form) (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or any successor form), (iii) that relates to a transaction subject to Rule 145 under the Securities Act (or any successor rule thereto) or (iv) in connection with any dividend or distribution reinvestment or similar plan. No registration pursuant to this Section 1.3 shall relieve the Company of its obligation to effect a Demand Registration, as contemplated by Section 1.2 hereof. The rights to Piggyback Registration may be exercised on an unlimited number of occasions.

(b)Piggyback Procedure. Each Holder shall have fifteen (15) days from the date of receipt of the Company’s notice referred to in Section 1.3(a) above to deliver to the Company a written request specifying the number of Registrable Securities such Piggyback Holder intends to register and sell in the offering relating to such Piggyback Registration (any Holder so requesting to have any of their Registrable Securities included in the Proposed Registration, a “Piggyback Holder”). Any Piggyback Holder shall have the right to withdraw such Piggyback Holder’s request for inclusion of such Holder’s Registrable Securities in any Registration Statement pursuant to this Section 1.3 by giving written notice to the Company of such withdrawal; provided, however, that the Company may ignore a notice of withdrawal made

within 48 hours of the time the Registration Statement is to become effective. Subject to Section 1.3(c) below, the Company shall use commercially reasonable efforts to include in such Registration Statement all such Registrable Securities requested to be included therein; provided, further, that the Company may at any time withdraw or cease proceeding with any such Proposed Registration if it shall at the same time withdraw or cease proceeding with the registration of all other securities of the same class as the Registrable Securities originally proposed to be registered, without prejudice, however, to the rights of any Holder to request that a Demand Registration be effected; and provided, further, that no registration effected under this provision will relieve the Company from its obligations to effect a Demand Registration upon a Demand Notice, subject to the express terms and conditions set forth in this Agreement.

(c)Priority for Piggyback Registration. If any Proposed Registration involves an underwritten offering and the managing underwriter of such offering advises the Company that, in its good faith view, that the number of securities requested to be included in such offering exceeds the Maximum Offering Amount, then the Company shall include in such registration the number of securities which can be so sold in the following order of priority (subject to any rights set forth in the Existing Stockholders’ Agreement):

(i)first, all securities that the Company proposes to register for its own account (the “Company Securities”) and any rights set forth in the Existing Stockholders’ Agreement);

(ii)second, to the extend all securities referenced in subsection (i) above are collectively less than the Maximum Offering Amount, the remaining securities to be included in such registration will be allocated on a pro rata basis among all Piggyback Holders requesting that Registrable Securities be included in such Registration; and

(iii)third, any remaining securities allocated on a pro rata basis among all Other Stockholders (not referenced in Subsection (i) above) requesting Common Stock be included in such Registration.

For purposes of this Section 1.3(c), (i) the pro rata portion of each Piggyback Holder shall be the product of (A) the total number of Registrable Securities which the managing underwriter agrees to include in the public offering and (B) the ratio which such Piggyback Holder’s total Registrable Securities bears to the total number of Registrable Securities then outstanding, and (ii) the pro rata portion of each Other Stockholder shall be the product of (X) the total number of Common Stock which the managing underwriter agrees to include in the public offering and (Y) the ratio which such Other Stockholder’s total Common Stock bears to the total number of Common Stock then outstanding.

(d)Underwritten Offering. If any Piggyback Registration is an underwritten offering, any notice from the Company to the Holders under this Section 1.3 shall offer Holders the right to include any Registrable Securities covered by the Proposed Registration in the underwriting on the same terms and conditions as the securities, if any, otherwise being sold through underwriters under such Proposed Registration.

(e) Cancellation and Delay of Registration. If at any time after giving written notice of its Proposed Registration and prior to the effective date of the Registration Statement filed in connection with the Proposed Registration or, in the case of a Shelf Registration Statement, prior to the consummation of such offering, the Company shall determine for any reason not to register or to delay registration of such offering, the Company may, at its election, give written notice of such determination to each Piggyback Holder and (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such Proposed Registration, without prejudice, however, to the rights of any Holder to include Registrable Securities in any future registrations pursuant to this Section 1.3 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering other securities in the Proposed Registration.

Section 1.4Shelf Registration Statement.

(a)Filing of Shelf Registration Statement. No later than March 16, 2023, the Company shall (i) prepare and file with the Commission a Shelf Registration Statement on Form S-3 that covers all Registrable Securities then outstanding for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”) and (ii) use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter; provided, that following a registered offering of Company Securities (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or any successor form) (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or any successor form), (iii) that relates to a transaction subject to Rule 145 under the Securities Act (or any successor rule thereto) or (iv) in connection with any dividend or distribution reinvestment or similar plan), the Company shall not be required to file a Shelf Registration Statement pursuant to this Section 1.3 until ninety (90) days following the effective date of such Registration Statement covering the Company Securities. The Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to remain effective for as long as any Registrable Securities are outstanding.

(b)SEC Limitations. Notwithstanding any other provision of this Agreement, if any Commission Guidance sets forth a limitation of the number of Registrable Securities to be registered on a particular Registration Statement (notwithstanding the Company’s commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), then, the amount of Registrable Securities to be registered on such Registration Statement will be reduced pro rata among the Holders based on the total number of unregistered Registrable Securities held by such Holders (subject to any rights set forth in the Existing Stockholders’ Agreement).

(c)Expiration of Shelf Registration Statement. If (i) the Company has filed a Shelf Registration Statement (the “Initial Registration Statement”) with the Commission that covers Registrable Securities (the “Initial Registrable Securities”), (ii) pursuant to Rule

415(a)(5) under the Securities Act or any successor rule thereto, the Initial Registration Statement may no longer be used for offers and sales of any of the Initial Registrable Securities, and (iii) any of the Initial Registrable Securities are Registrable Securities at the time that (ii) above occurs, the Company shall prepare and file with the Commission within the time limits required by Rule 415 under the Securities Act or any successor rule thereto a new Shelf Registration Statement covering any Initial Registrable Securities that have not ceased to be Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “New Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such New Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable thereafter.

(d)Shelf Takedowns. Upon the demand of one or more Holders of Registrable Securities beneficially owning in the aggregate not less than 10% of the Registrable Securities then outstanding, the Company shall facilitate up to three (3) “takedowns” of Registrable Securities in the form of an underwritten offering utilizing the Shelf Registration Statement filed in connection with the Shelf Registration, in the manner and subject to the conditions described in Sections 1.2(b)(iv), 1.2(c), 1.2(e) and 1.2(f) of this Agreement.

Section 1.5Holdbacks.

(a)Restrictions on Public Sale by Holders. Each Holder hereby agrees that, if and whenever the Company (i) proposes to register any of its equity securities under the Securities Act, whether or not for its own account, or (ii) is required to use its commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to a Demand Registration, such Holder, if requested by the managing underwriter in an underwritten offering, agrees to enter into a “lock-up agreement” containing terms (including the duration of the lock-up period, which, for the avoidance of doubt shall commence no earlier than ten (10) days prior to the effectiveness of the registration statement and shall not exceed ninety (90) days in the case of any registration under the Securities Act) that are customary at the time of such agreement is entered into for offerings of similar size and type, and the Company shall cause all of the Company’s directors and executive officers and shall use its commercially reasonable efforts to cause any stockholders owning more than five (5) percent of the Company’s then outstanding Common Stock to sign lock-up agreements on comparable terms in connection therewith (or on such terms as may be required by the managing underwriter). Any such lock-up agreements signed by the Holders shall contain reasonable and customary exceptions, including, without limitation, the right of a Holder to make transfers to certain Affiliates, subject to such Affiliates entering into such lock-up agreement. The Company may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restrictions until the end of the relevant lock-up period. For purposes of the forgoing, the term “lock-up agreement” refers to an agreement by the undersigned thereto not to effect for a specified period of time any public sale or distribution (other than in connection with the public offering for which such lock-up agreement is being requested and other customary exceptions), including, without limitation, any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, any other equity securities of the Company or any securities convertible

into or exchangeable or exercisable for any equity securities of the Company, without the prior consent of the managing underwriter.

(b)Restrictions on Public Sale by the Company. The Company agrees not to effect (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or any successor form) or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or any successor form), (iii) that relates to a transaction subject to Rule 145 under the Securities Act (or any successor rule thereto) or (iv) in connection with any dividend or distribution reinvestment or similar plan) any public sale or distribution, or to file any Registration Statement under the Securities Act covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities during the period beginning fifteen (15) days prior to the effective date of the Registration Statement, and ninety (90) days after the effective date of the Registration Statement for any Demand Registrations, to the extent reasonably requested by the managing underwriter thereto (except for securities being sold by the Company for its own account under such Registration Statement and subject to any other rights set forth in any agreement providing for registration rights to any Other Stockholder entered into by the Company prior to the Effective Date).

Section 1.6Registration Procedures.

(a)Obligations of the Company. Whenever registration of Registrable Securities is required pursuant to this Agreement, the Company shall use commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as promptly as possible, and in connection with any such request, the Company shall, as expeditiously as possible:

(i)Preparation of Registration Statement; Effectiveness. Prepare and file with the SEC (in any event, with respect to a Demand Registration under Section 1.2, not later than the time permitted under Section 1.2(b)(ii)), a Registration Statement on any form on which the Company then qualifies, which counsel for the Company shall deem appropriate and pursuant to which such offering may be made in accordance with the intended method of distribution thereof (except that the Registration Statement shall contain such information as may reasonably be requested for marketing or other purposes by the managing underwriter), and use commercially reasonable efforts to cause any registration required hereunder to become effective as soon as practicable (and, in any event, with respect to a Demand Registration under Section 1.2, not later than the time permitted under Section 1.2(b)(iii)) and, with respect to a Demand Registration or Shelf Registration, remain effective for a period of not less than twelve (12) months (or such shorter period in which all Registrable Securities have been sold in accordance with the methods of distribution set forth in the Registration Statement); provided, however, that, in the case of any Shelf Registration of Registrable Securities which are intended to be offered on a continuous or delayed basis, such twelve (12) months period shall be extended, if necessary, to keep the Registration Statement effective until such time as

Rule 144 or another similar exemption under the Securities Act is available for the sale of all of the Registrable Securities then held by the Holders without limitation during a three-month period without registration;

(ii)Participation in Preparation and Full Cooperation. Upon the reasonable request of any Participating Holder, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney, accountant or other agent retained by any Participating Holder or underwriter (each, an “Agent” and, collectively, the “Agents”), provide the opportunity to participate (including, but not limited to, reviewing, commenting on and attending all meetings) in the preparation of such Registration Statement, each prospectus included therein or filed with the SEC and each amendment or supplement thereto. In connection with each Demand Registration pursuant to Section 1.2 and any Shelf Registration pursuant to Section 1.4, cause there to occur Full Cooperation;

(iii)Due Diligence. For a reasonable period prior to the filing of any Registration Statement pursuant to this Agreement, make available, to any Participating Holder and, if applicable, any Agent, upon reasonable notice and during normal business hours, for inspection all pertinent financial and other records, corporate documents and properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Participating Holder, underwriter, or Agent in connection with such Registration Statement; provided, however, that if requested by the Company, each Agent, underwriter and each Participating Holder shall enter into a confidentiality agreement with the Company prior to participating in the preparation of the Registration Statement or the Company’s release or disclosure of confidential information to such Agent;

(iv)Counsel Review. The Company shall permit the Participating Holder and its counsel, at the Participating Holder’s sole cost and expense, to participate (including, but not limited to, reviewing, commenting on and attending all meetings) in the preparation of the Registration Statement and all amendments and supplements thereto (as well as all requests for acceleration or effectiveness thereof) in advance of their filing with the SEC, and will not file any document in a form to which such counsel reasonably objects and will not request acceleration of the Registration Statement without prior notice to such counsel;

(v)General Notifications. Promptly notify in writing the Participating Holders, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold, if applicable, (A) when such Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to any such Registration Statement or any post-effective amendment, when the same has become effective, (B) when the SEC notifies the Company whether there will be a “review” of such Registration Statement, (C) of the receipt of any comments (oral or written) by the SEC and by the blue sky or

securities commissioner or regulator of any state with respect thereto and (D) of any request by the SEC for any amendments or supplements to such Registration Statement or the prospectus or for additional information;

(vi)10b-5 Notification. Promptly notify in writing the Participating Holders, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold pursuant to any Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon the happening of any event as a result of which, any prospectus included in such Registration Statement (or amendment or supplement thereto) contains an 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 not misleading in the light of the circumstances under which they were made, and the Company shall promptly prepare a supplement or amendment to such prospectus and file it with the SEC (in any event no later than ten (10) Business Days following notice of the occurrence of such event to each Participating Holder, the sales or placement agent and the managing underwriter) so that after delivery of such prospectus, as so amended or supplemented, to the purchasers of such Registrable Securities, such prospectus, as so amended or supplemented, shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made;

(vii)Notification of Stop Orders; Suspensions of Qualifications and Exemptions. Promptly notify in writing the Participating Holders, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold of (A) any stop order issued or, to the knowledge of the Company, threatened to be issued by the SEC with respect to a Registration Statement filed pursuant to this Agreement, or (B) any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or, to the knowledge of the Company, the initiation or threatening of any proceeding for such purpose and the Company agrees to use commercially reasonable efforts to (x) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of any such stop order, (y) obtain the withdrawal of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction at the earliest practicable date and (z) if necessary to satisfy (x) and (y) hereof, the Company shall promptly prepare a supplement or amendment to such prospectus or Registration Statement and file it with the SEC, and, in connection with any of the foregoing events which has resulted in a suspension of a Participating Holder’s ability to dispose of securities under a Registration Statement, the Company shall promptly advise, in writing, any such Participating Holders that the use of the prospectus may be resumed;

(viii)Amendments and Supplements; Acceleration. (A) Prepare and file with the SEC such amendments and supplements to each Registration Statement filed pursuant to this Agreement as may be necessary to comply with the provisions of the

Securities Act, including post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable time period required hereunder and if applicable, file any Registration Statements pursuant to Rule 462(b) under the Securities Act; (B) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and (C) comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or in such prospectus as so supplemented;

(ix)Copies. Furnish as promptly as reasonably practicable to each Participating Holder and Agent prior to filing a Registration Statement pursuant to this Agreement or any supplement or amendment thereto with respect to the Registrable Securities, copies of such Registration Statement, supplement or amendment as it is proposed to be filed, and after such filing such number of copies of such Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus) and such other documents as each such Participating Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Participating Holder;

(x)Blue Sky. If applicable, use commercially reasonable efforts to, prior to any public offering of the Registrable Securities, register or qualify (or seek an exemption from registration or qualifications) such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Participating Holder or underwriter may reasonably request, and to continue such qualification in effect in each such jurisdiction for as long as is permissible pursuant to the laws of such jurisdiction, or for as long as a Participating Holder or underwriter reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any Participating Holder to consummate the disposition in such jurisdictions of the Registrable Securities; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent of process in any such states or jurisdictions or subject itself to taxation in any such state or jurisdiction, but for this subparagraph;

(xi)Other Approvals. Use commercially reasonable efforts to obtain all other approvals, consents, exemptions or authorizations from such governmental agencies or authorities as may be necessary upon the advice of counsel of the Company to enable the Participating Holders and underwriters to consummate the disposition of Registrable Securities, including, subject to reasonable Company priorities, causing officers and members of the management of the Company as the lead or managing underwriter of such offering may reasonably request to participate in the selling efforts

relating to an underwritten offering of Registrable Securities to the extent customary for such offering (including, to the extent customary, telephonic, video or recorded participation in road shows);

(xii)Agreements. Enter into and perform customary agreements (including any underwriting agreements in customary form), and take such other actions as may be reasonably required in order to expedite or facilitate the disposition of Registrable Securities;

(xiii)FINRA. Reasonably cooperate with each Participating Holder and each underwriter participating in the disposition of such Registrable Securities and underwriters’ counsel in connection with any filings required to be made with the FINRA;

(xiv)“Cold Comfort” Letters. If such registration is in connection with an underwritten offering, obtain “cold comfort” letters, dated the dates of the pricing and the closing under the underwriting agreement and addressed to the underwriters and signed by the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter of such offering may reasonably request;

(xv)Legal Opinion and 10b-5 Letter. If such registration is in connection with an underwritten offering, furnish, at the request of the managing underwriter of such offering on the date such securities are delivered to the underwriters for sale pursuant to such registration, an opinion and 10b-5 letter, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the Holders, and the placement agent or sales agent, if any, thereof and the underwriters, if any, thereof, covering such legal matters with respect to the registration in respect of which such opinion is being given as such underwriter may reasonably request and as are customarily included in such opinions and 10b-5 letters;

(xvi)SEC Compliance, Earnings Statement. Use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and make available to its shareholders, as soon as practicable, but no later than fifteen (15) months after the effective date of any Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of such Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder and which requirement will be deemed satisfied if the Company timely files complete and accurate information on Forms 10-Q and 10-K and Current Reports on Form 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;

(xvii)Certificates, Closing. If such registration is in connection with an underwritten offering, provide officers’ certificates and other customary closing documents as the managing underwriter of such offering may reasonably request;

(xviii)Listing. Use commercially reasonable efforts to cause all such Registrable Securities to be listed or quoted on each securities exchange or market system on which similar securities issued by the Company are so listed or quoted (or, in the case of an Exchange Act Registration, to become so listed or quoted if requested);

(xix)Transfer Agent, Registrar and CUSIP. Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case, no later than the effective date of such registration;

(xx)Efforts. Subject to all other provisions in this Agreement, use commercially reasonable efforts to take all other actions necessary to effect the registration of the Registrable Securities contemplated hereby.

(b)Seller Information. The Company may require each Participating Holder as to which any registration of such Holder’s Registrable Securities is being effected to furnish to the Company such information regarding such Participating Holder and such Participating Holder’s method of distribution of such Registrable Securities as the Company may from time to time reasonably request in writing or as may be required by law. If a Participating Holder refuses to provide the Company with any of such information, the Company may exclude such Participating Holder’s Registrable Securities from the Registration Statement if the Company determines, based on the advice of counsel, that such information is necessary to effect the Registration Statement and such Participating Holder continues thereafter to withhold such information. The exclusion of a Participating Holder’s Registrable Securities shall not affect the registration of the other Registrable Securities to be included in the Registration Statement.

(c)Notice to Discontinue. Each Participating Holder whose Registrable Securities are covered by a Registration Statement filed pursuant to this Agreement agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 1.2(d) and/or Section 1.6(a)(v), such Participating Holder shall forthwith discontinue the disposition of Registrable Securities until such Participating Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 1.2(d) and/or Section 1.6(a)(v) or until it is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference into the prospectus, and, if so directed by the Company in the case of an event described in Section 1.2(d) and/or Section 1.6(a)(v), such Participating Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Participating Holder’s possession, of the prospectus covering such Registrable Securities which is current at the time of receipt of such notice. If the Company shall give any such notice, the Company shall extend the period during which such Registration Statement is to be maintained effective by the number of days during the period from and including the date of the giving of such notice pursuant to Section 1.2(d) and/or Section 1.6(a)(v) to and including the date when the Participating Holder shall have received the copies of the supplemented or amended prospectus contemplated by, and meeting the requirements of Section 1.2(d) and/or Section 1.6(a)(v). Each Participating Holder whose Registrable Securities are covered by a

Registration Statement filed pursuant to this Agreement agrees that as of the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Securities, it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of Registrable Securities.

Section 1.7Registration Expenses and Selling Expenses. Except as otherwise provided herein, (a) all Registration Expenses shall be borne by the Company and (b) the Selling Expenses relating to Registrable Securities registered shall be borne by the Participating Holders of such Registrable Securities pro rata on the basis of the number of Registrable Securities sold.

Section 1.8Indemnification.

(a)Indemnification by the Company. In the event any Registrable Securities are included in a Registration Statement, the Company will indemnify and hold harmless to the fullest extent permitted by law each Participating Holder, its Affiliates, any underwriter and each of their respective directors, officers, employees, advisors, agents, stockholders, members, general partners and limited partners and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any of such Persons (collectively, “Company Indemnified Parties”) from and against any and all losses, claims, damages, expenses (including, without limitation, reasonable costs of investigation and fees, disbursements and other charges of counsel, any amounts paid in settlement effected with the Company’s consent, and any costs incurred in enforcing the Company’s indemnification obligations hereunder) or other liabilities (collectively, “Losses”) to which any such Company Indemnified Party may become subject under the Securities Act, the Exchange Act, any other federal, state or foreign law or any rule or regulation promulgated thereunder, or under any common law or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) are resulting from or arising out of or based upon any untrue, or alleged untrue, statement of a material fact contained in such Registration Statement, including any prospectus or preliminary prospectus contained therein or any amendments or supplements thereto, any free writing prospectuses or any document incorporated by reference in any of the foregoing or resulting from or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in the light of the circumstances under which they were made), not misleading, and the Company will promptly reimburse each such Company Indemnified Party for any reasonable and documented legal fees and expenses and any other Losses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability, action or investigation or proceeding; provided, however, that the Company shall not be liable to any Company Indemnified Party for any Losses that result from or arise out of or are based upon any untrue statement or omission made in conformity with written information provided by, or on behalf of, a Company Indemnified Party Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Indemnified Parties and shall survive the transfer of Registrable Securities by such Company Indemnified Parties in accordance with the terms hereof.

(b)Indemnification by Participating Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Participating Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, each other Participating Holder, their respective directors and officers, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company or any other Participating Holder (collectively, “Holder Indemnified Parties”) to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.8(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such untrue statement or omission made in conformity with information relating to such Participating Holder furnished in writing to the Company by such Participating Holder; provided, however, that the liability of any Participating Holder under this Section 1.8(b) shall be limited to the amount of the net proceeds (after underwriting fees, commissions or discounts) received by such Participating Holder in the offering giving rise to such liability. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties and shall survive the transfer of Registrable Securities by such Participating Holder.

(c)Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof for which the Indemnified Party intends to claim indemnification or contribution pursuant to this Agreement; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless and to the extent such Indemnifying Party is materially prejudiced by such failure. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. Notwithstanding anything herein to the contrary, the Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of one such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party within thirty (30) days after receiving notice from such Indemnified Party that the Indemnified Party believes it has failed to do so or (iii) the Indemnified Party reasonably believes that the joint representation of the Indemnified Party and any other party in such proceeding (including but not limited to the Indemnifying Party) would be inappropriate under applicable standards of professional conduct. No Indemnifying Party shall be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to

such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (B) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any Indemnified Party. The rights afforded to any Indemnified Party hereunder shall be in addition to any rights that such Indemnified Party may have at common law, by separate agreement or otherwise.

(d)Contribution. If the indemnification provided for in this Section 1.8 from the Indemnifying Party is unavailable to an Indemnified Party in respect of any Losses referred to herein, then the Indemnifying Party, in lieu of indemnifying the Indemnified Party, shall contribute to the amount paid or payable by the Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party, as well as any other relevant equitable considerations. The relative faults of the Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the Indemnifying Party’s and Indemnified Party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 1.8(d) shall be limited to the amount of the net proceeds (after underwriting fees, commissions or discounts) received by such Holder in the offering giving rise to such liability. The amount paid or payable by a party as a result of the Losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Section 1.8(a), Section 1.8(b) and Section 1.8(c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 1.8(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 1.8(d) from any Person who was not guilty of such fraudulent misrepresentation.

(e)The obligations of the Company and Holders under this Article I shall survive the completion of any offering of Registrable Securities pursuant to a registration statement under this Article I, and shall survive the termination of this Agreement.

Section 1.9Rule 144; Other Exemptions. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and other rules and regulations of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration, the Company covenants that it will use commercially reasonable efforts to (i) if and when it is subject to the periodic reporting requirement under the Exchange Act, file in a timely manner all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder and (ii) at all times take any and all action as each Holder may reasonably request (including, but not limited to providing any information necessary to comply with Rule 144, in

each case in connection with resales of the Registrable Securities under the Securities Act), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 (if available with respect to resales of the Registrable Securities) under the Securities Act, as such rules may be amended from time to time. Upon the written request of a Holder, the Company shall deliver to the Holder a written statement as to whether it has complied with the covenants set forth above.

Section 1.10Certain Limitations On Registration Rights. No Holder may participate in any Registration Statement hereunder involving an underwritten public offering unless such Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of the underwriting arrangements made in connection with such Registration Statement and agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting agreement approved by the Holder or Holders entitled hereunder to approve such arrangements; provided, however, that no such Holder shall be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested.

Section 1.11Transfer of Registration Rights. Without the consent of the Company, the rights of a Holder hereunder may be transferred or assigned in connection with any transfer of Registrable Securities if (i) such transfer or assignment is made to an Affiliate of such Holder, (ii) the transferee or assignee becomes a party to this Agreement as a “Holder” in accordance with Section 2.2 of this Agreement, and (iii) the Company is given written notice by such Holder of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the Registrable Securities with respect to which such rights are being transferred or assigned; provided, that the rights and obligations that are assigned shall apply only to the Registrable Securities sold or transferred by a Holder, including any shares issued in respect of such Registrable Securities pursuant to clause (c) of the definition of “Registrable Securities,” but expressly excluding any other securities of the Company acquired by such assignee.

Section 1.13 Number of Registrable Securities Outstanding. In order to determine the number of Registrable Securities outstanding at any time, upon the written request of the Company to the Holders, each Holder shall promptly inform the Company of the number of Registrable Securities that such Holder owns and that the Company may conclusively rely upon any certificate provided under this Agreement for the purpose of determining the number of such Registrable Securities.

Article II.

GENERAL PROVISIONS

Section 2.1Entire Agreement. This Agreement, together with the Issuance Agreement and any certificates, documents, instruments and writings that are delivered pursuant hereto and thereto, as applicable, constitute the entire agreement and understanding of the parties in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof or thereof.

Section 2.2Assignment; Binding Effect. The Holder’s obligations under is Agreement may not be assigned, except as permitted in this Section 2.2. Subject to the limitations on transfer set forth in Section 1.11, a Holder may assign all or a portion of its rights hereunder to an Affiliate of such Holder, and the Holder may obligate all or a portion of its obligations under this Agreement to any transferee, provided that such assignment shall not be deemed effective until the Holder has delivered to the Company a Joinder Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such transferee. This Agreement is not assignable by the Company (except by merger or in connection with another entity acquiring all or substantially all of the Company’s assets). All of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors and permitted assigns.

Section 2.3Notices. All notices, requests and other communications provided for or permitted to be given under this Agreement must be in writing and be given by personal delivery, by certified or registered United States mail (postage prepaid, return receipt requested), by a nationally recognized overnight delivery service for next day delivery, or by electronic mail, as follows (or to such other address as any party may give in a notice given in accordance with the provisions hereof):

If to any Holder, at its last known address appearing on the books of the Company maintained for such purpose.

If to the Company, at

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All notices, requests or other communications will be effective and deemed given only as follows: (i) if given by personal delivery, upon such personal delivery, (ii) if sent by certified or registered mail, on the fifth (5th) Business Day after being deposited in the United States mail, (iii) if sent for next day delivery by overnight delivery service, on the date of delivery as confirmed by written confirmation of delivery, (iv) if sent by electronic mail, upon the senders receipt of a read receipt or delivery confirmation, except that if such confirmation is received after 5:00 p.m. (in the recipient’s time zone) on a Business Day, or is received on a day that is not a Business Day, then such notice, request or communication will not be deemed effective or

given until the next succeeding Business Day. Notices, requests and other communications sent in any other manner will not be effective.

Section 2.4Specific Performance; Remedies. Each party acknowledges and agrees that the other parties would be damaged irreparably if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached and the Company agrees that it shall not oppose any such demand for specific performance on the basis that monetary damages are available. Accordingly, the parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity. Except as expressly provided herein, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided herein, nothing herein will be considered an election of remedies.

Section 2.5Submission to Jurisdiction; Waiver of Jury Trial.

(a)Submission to Jurisdiction. Any action, suit 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 only be brought in any federal court located in the State of Delaware or any state court in the State of Delaware, and each party consents to the exclusive jurisdiction and venue of such courts (and of the appropriate appellate courts therefrom) in any such action, suit 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, action, suit or proceeding in any such court or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

(b)Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES THAT ANY DISPUTE THAT MAY ARISE OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE SUCH PARTY HEREBY EXPRESSLY WAIVES ITS RIGHT TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO ENCOMPASS ANY AND ALL ACTIONS, SUITS AND PROCEEDINGS THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY REPRESENTS THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT IN THE EVENT OF ANY

ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) SUCH PARTY UNDERSTANDS AND WITH THE ADVICE OF COUNSEL HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND REPRESENTATIONS IN THIS SECTION 2.5(b).

Section 2.6Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law principles.

Section 2.7Headings. The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

Section 2.8Amendments; Waivers. An amendment, modification or waiver to any provision of this Agreement will require the written consent of the Company and the Holders of a majority of the Registrable Securities outstanding on the date of such amendment, modification or amendment, except in the case of any amendment, modification or waiver of any warranty, covenant, obligation or other provision of this Agreement relating only to a particular Registration Statement which has been filed with the SEC, which will require the written consent of Holders representing a Majority in Interest of Participating Holders relating to that Registration Statement.

No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay on the part of any party to exercise any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy.

Section 2.9Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided, that if any provision of this Agreement, as applied to any party or to any circumstance, is judicially determined not to be enforceable in accordance with its terms, the parties agree that the court judicially making such determination may modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced.

Section 2.10Counterparts; Effectiveness. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Agreement will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

Section 2.11Construction. This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any law will be deemed to refer to such law as in effect on the date hereof and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties intend that each representation, warranty, and covenant contained herein will have independent significance. If any party has breached any covenant contained herein in any respect, the fact that there exists another covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached will not detract from or mitigate the fact that the party is in breach of the first covenant.

Section 2.12Termination of Registration Rights. This Agreement, including, without limitation, the Company’s obligations under Sections 1.2 and 1.3 hereof to register Registrable Securities for sale under the Securities Act, shall terminate on the first date on which Rule 144 or another similar exemption under the Securities Act is available for the sale of all of the Registrable Securities then held by the Holders without limitation during a three-month period without registration. Notwithstanding any termination of this Agreement pursuant to this Section 2.12, the parties’ rights and obligations under Section 1.7 and 1.8 and Article II hereof shall continue in full force and effect.

Section 2.13Adjustments for Stock Splits, Etc.. Wherever in this Agreement there is a reference to a specific number of shares of the Company’s capital stock of any class or series, then, upon the occurrence of any subdivision, combination or stock dividend of such class or series of stock, the specific number of shares so referenced in this Agreement will automatically be proportionally adjusted to reflect the effect of such subdivision, combination or stock dividend on the outstanding shares of such class or series of stock.

Section 2.14Aggregation of Stock. All shares of Registrable Securities owned or acquired by any Holder or its Affiliated entities or persons (assuming full conversion, exchange and exercise of all convertible, exchangeable and exercisable securities into Registrable Securities) shall be aggregated together for the purpose of determining the availability of any right under this Agreement.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

COMPANY:    EVOLUS, INC.

By:      /s/ David Moatazedi
Name:     David Moatazedi
Title:     President and Chief Executive Officer

INVESTOR:                    MEDYTOX, INC.

                        By: /s/ Hyun Ho Jung
                        Name:     Hyun Ho Jung
                        Title:     CEO & President

EXHIBIT A

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT to the Registration Rights Agreement (the “Joinder Agreement”) is made and entered into as of ___________________ by and among Evolus, Inc., a Delaware corporation (the “Company”), and the undersigned (the "Joining Party"), and related to that certain Registration Rights Agreement dated as of ___________, 2020 (as amended from time to time, the “Registration Rights Agreement”), by and between the Company and Medytox, Inc. (“Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Registration Rights Agreement.

WHEREAS, the Joining Party is acquiring the Company's Common Stock, and in connection therewith the Company has agreed to grant certain registration rights to such Joining Party as provided for in the Registration Rights Agreement; and

WHEREAS, the Joining Party has agreed to become a party to the Registration Rights Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agrees as follows:

1. The Joining Party hereby acknowledges that it has received a copy of the Registration Rights Agreement and all other documents it deems fit to enter into this Joinder Agreement, and acknowledges and agrees to (i) join and become a party to the Registration Rights Agreement as indicated by its signature below, (ii) be bound by all covenants, agreements, representations, warranties, indemnities and acknowledgements attributable to the Holder as if the Joining Party was a party thereto as of the date of the Registration Rights Agreement; (iii) perform all obligations and duties required and be entitled to all of the benefits of an Investor pursuant to the Registration Rights Agreement and (iv) agree to be deemed a “Holder”" under the Registration Rights Agreement.

2. The Joining Party hereby represents and warrants to the Company that it has all the requisite [corporate] power and authority to execute, deliver and perform such Joining Party's obligations under this Joinder Agreement.

3. This Joinder Agreement shall be binding upon and shall inure to the benefit of, and be enforceable by, the Company, the Investor and the Joining Party and their respective heirs, representatives, successors and assigns.

4. This Joinder Agreement may be signed in two or more counterparts (which may be delivered in original form or in electronic format), each of which shall constitute an original when so executed and delivered and all of which together shall constitute one and the same agreement.

5. No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing signed by the parties to the Registration Rights Agreement.

6. The validity and interpretations of this Joinder Agreement, and the terms and conditions set forth herein, shall be governed by and construed in accordance with the laws of the State of Delaware.

[Signatures on Next Page]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Joinder Agreement as of the date written below.


JOINING PARTY:						COMPANY:
						Acknowledged and Accepted:
Print Name:						EVOLUS, INC.
						By:
Signature:						Name:
						Title
Address:
						INVESTOR
						Acknowledged and accepted for itself and on behalf of the other Holders, if any:
Telephone:						MEDYTOX, Inc.
Facsimile						By:
E-Mail						Name:
Common Stock Held:						Title

Signature Page for Registration Rights Agreement

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

SETTLEMENT AND LICENSE AGREEMENT

This Settlement and License Agreement (“Agreement”) made and entered into as of February 18, 2021 (the “Effective Date”), by and between, on the one hand, Allergan Limited, a company duly organized and existing under the laws of Ireland, having its principal place of business at Clonshaugh Business and Technology Park, Coolock, County Dublin, Ireland, Allergan, Inc., a corporation duly organized and existing under the laws of Delaware, having its principal place of business at 5 Giralda Farms, Madison, New Jersey 07940, Allergan Pharmaceuticals Ireland, a company duly organized and existing under the laws of Ireland, having its principal place of business at Castlebar Road, Westport, County Mayo, Ireland (Allergan Limited, Allergan, Inc., and Allergan Pharmaceuticals Ireland hereinafter referred to collectively as “Allergan”), and Medytox, Inc. (“Medytox”) a company duly organized and existing under the laws of South Korea, having its principal office at 78 Gangni 1-gil Ochang-up Cheongwon-gu Cheongju-si North Chungcheong 28126, Republic of South Korea (Allergan and Medytox hereinafter referred to collectively as “Complainants”), and, on the other hand, Evolus, Inc., (“Evolus”) a company duly organized and existing under the laws of Delaware, having its principal office at 520 Newport Center Drive, Suite 1200, Newport Beach, CA 90660 (each individually a “Party,” and collectively the “Parties”).

WHEREAS, Allergan, Inc. and Allergan Limited and Medytox are co-complainants in the case captioned Certain Botulinum Toxin Products, Processes for Manufacturing or Relating to Same and Certain Products Containing Same; Inv. No. 337-TA-1145, before the United States International Trade Commission (“ITC”) alleging violations by Daewoong Pharmaceuticals Co., Ltd. (“Daewoong”) and Evolus of Section 337 of the Tariff Act of 1930 based upon the importation into the United States, the sale for importation, and the sale within the United States after importation of certain botulinum toxin products, processes for manufacturing or relating to same and certain products containing same by reason of misappropriation of trade secrets, the threat or effect of which is to destroy or substantially injure a domestic industry in the United States (the “ITC Action”).

WHEREAS, Medytox is the holder and/or controls the use of a strain of C. botulinum and certain trade secrets regarding the manufacture of botulinum toxin.

WHEREAS, Allergan Pharmaceuticals Ireland, Allergan Inc. and Medytox are parties to (i) a License Agreement (the “Allergan-Medytox License Agreement”), dated as of September 25, 2013, as amended [***].

WHEREAS, Evolus is the holder of U.S. Biologics License Application (“BLA”) No. 761085 for Jeuveau® (prabotulinumtoxinA), which is manufactured by Daewoong in Korea, and Evolus markets Jeuveau® in the United States.

WHEREAS, Evolus and Daewoong are parties to a License & Supply Agreement, entered September 30, 2013 (the “Evolus-Daewoong Supply Agreement”),

as amended by certain amendments dated February 26, 2014, and July 15, 2014 (the “Amendments to Evolus-Daewoong Supply Agreement”),

WHEREAS, on December 16, 2020, the ITC determined there was a misappropriation of trade secrets relating to Medytox’s manufacturing process and ordered a Limited Exclusion Order and Cease and Desist Order against Evolus and Daewoong for 21 months, under which Evolus was required to post a bond of $441 per 100 unit vial of Jeuveau® sold or distributed during the Presidential Review Period (“PRP”).

WHEREAS, Medytox filed a Complaint against Evolus, Daewoong, Daewoong Co. Ltd., Alphaeon Corp., Sch-Aeon, LLC, Byung Kook Lee (“Dr. Lee”), Chun Yoon, Jae Seung Yoon, and Chang Woo Suh, captioned Medytox Inc. v. Daewoong Pharmaceuticals Co., Ltd., Case No. 30-2017-00924912-CU-IP-CJC, in the Superior Court of California, Orange County, alleging violations of California Bus. and Prof. Code § 17200, et seq., violations of California Uniform Trade Secret Act, Cal. Civ. Code § 3426, conversion based on alleged theft of Medytox’s C. botulinum strain, intentional interference with prospective economic relations, unjust enrichment, and breach of contract (the “California Action”).

WHEREAS, Medytox filed a civil complaint, requested a criminal investigation, and filed a complaint with the Ministry of SMEs and Startups against Daewoong in Korea based on alleged theft of Medytox’s C. botulinum strain, and misappropriation of trade secrets and seeking relief that may affect Evolus’s rights in the Territory (the “Korean Actions”).

WHEREAS, Evolus and Medytox have agreed to enter into that certain Settlement and License Agreement, dated as of February 18, 2021, wherein Medytox granted Evolus a Commercialization License and a Manufacturing License in Canada, the European Union, Switzerland, member countries and cooperating countries of the European Economic Area, Russia, the Commonwealth of Independent States, South Africa, Australia and Japan and Renewal Licenses, as defined therein, relating to such territories and the United States and its territories and possessions (“ROW Settlement and License Agreement”).

WHEREAS, Allergan and Medytox [***].

WHEREAS, pursuant to the terms of this Agreement, the Parties mutually desire to resolve the disputes which are the subject matter of the ITC Action and the California Action in order to avoid risks and expenses of litigations related to those actions; and to resolve any indirect disputes which are the subject matter of the Korean Actions insofar as they might adversely impact Evolus’s ability to have the Licensed Products manufactured by Daewoong.

WHEREAS, the Parties desire to enter into a negotiated and consensual license agreement to settle all outstanding disputes and avoid future disputes between them with regard to the matters alleged in the California Action, the ITC Action, and the Korean Actions.

WHEREAS, reference in this Agreement to any Party or Daewoong shall include reference to all of such entities’ present or future Affiliates, including, without limitation, in the case of Allergan, AbbVie, Inc., Allergan, Inc., Allergan Limited, and Allergan Pharmaceuticals Holdings (Ireland) Unlimited Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual undertakings set forth in this Agreement, the receipt and adequacy of which are hereby acknowledged, and with the foregoing recitals being incorporated herein, the Parties, intending to be legally bound, agree as follows:

It is expressly understood by the Parties hereto that this Agreement is dependent and conditioned upon the execution of the ROW Settlement and License Agreement and that in the event that said ROW Settlement and License Agreement is not executed, the Parties will incur no responsibilities, obligations or liabilities under this Agreement.

It is expressly understood by the Parties hereto that this Agreement is dependent and conditioned upon the execution of the Agreement Regarding Implementation of Settlement Agreement by Allergan and Medytox. In the event that said Agreement Regarding Implementation of Settlement Agreement is not executed, the Parties will incur no responsibilities, obligations or liabilities under this Agreement.

1.Definitions.

For purposes of this Agreement, the following words and expressions shall, unless context otherwise requires, have the following meanings:

1.1“Accounting Standards” mean the U.S. Generally Accepted Accounting Principles (“GAAP”).

1.2“Actions” mean the ITC Action, the California Action, and the Korean Actions.

1.3“Affiliate(s)” with respect to any Party means any individual, corporation, association, or other business entity (collectively, “Person”) that directly or indirectly controls, is controlled by, or is under common control with the Party in question. As used in this definition of “Affiliate,” the term “control” shall mean the direct or indirect ownership of fifty percent (50%) or more of the securities or other ownership interests representing the equity, the voting stock or general partnership interest. Notwithstanding the terms of this definition, Alphaeon Corporation, Alphaeon 1 LLC, Aeon Biopharma

Inc., Strathspey Crown Holdings Group LLC, and Daewoong are not Affiliates of Evolus and do not obtain any licensing rights or releases pursuant to this Agreement.

1.4“Business Day” means 9:00 am to 5:00 pm Eastern Time on a day other than a Saturday, Sunday, federal, or bank holiday in the United States.

1.5“Commercialization” means the activities, either by itself or through its sub-licensees, agents, resellers, distributors, suppliers, partners, co-promoters, or similar associates, of using, supplying, exporting to territories for which Evolus has rights to market and/or sell Licensed Product, pricing, promoting, distributing, selling, offering to sell, disposing, offering to dispose, or keeping of any Licensed Product in the Territory. “Commercialize” has a correlative meaning.

1.6“Confidential Information” means all non-public materials, information and data concerning the disclosing party and its operations that is disclosed by the disclosing party to the receiving party pursuant to this Agreement, orally or in written, electronic or tangible form, or otherwise obtained by the receiving party through observation or examination of the disclosing party’s operations. Confidential Information includes, but is not limited to, information about the disclosing party’s financial condition and projections; business, marketing or strategic plans; sales information; customer lists; price lists; databases; trade secrets; product prototypes and designs; techniques, formulae, algorithms and other non-public process information. Confidential Information includes such information disclosed during the Actions. Notwithstanding the foregoing, Confidential Information of a party shall not include that portion of such materials, information and data that, and only to the extent that, the recipient can establish by written documentation: (a) is known to the recipient as evidenced by its written records before receipt thereof from the disclosing party, (b) is disclosed to the recipient free of confidentiality obligations by a Third Party who has the right to make such disclosure without obligations of confidentiality, (c) is or becomes part of the public domain through no fault of the recipient, or (d) the recipient can reasonably establish is independently developed by persons on behalf of recipient without the use of the information disclosed by the disclosing party. Notwithstanding anything else in this definition, any information that has been maintained under seal in the ITC Action is Confidential Information, including, but not limited to information relating to Medytox’s botulinum toxin manufacturing process.

1.7“Daewoong” means Daewoong Pharmaceutical Co., Ltd., and all of its present and future Affiliates.

1.8“Government Authority” means any federal, state, national, supranational, local, or other government, whether domestic or foreign, including any subdivision, department, agency, instrumentality, authority (including any regulatory or administrative authority), body, commission, board, or bureau thereof, or any court, tribunal, or arbitrator.

1.9“Licensed Product” means any botulinum neurotoxin products manufactured by Daewoong or its Affiliates, or any successor to Daewoong or its Affiliates, with the generic name prabotulinumtoxinA for any of Evolus’s products made according to a process that is or will be approved by, and whose sale and/or marketing is or will be approved by a Government Authority in the Territory. Licensed Product includes, but is not limited to, the prabotulinumtoxinA product that is the subject of BLA No. 761085, that is marketed as Jeuveau® in the United States. For the avoidance of doubt, the product known as [***], for which Allergan holds a license from Medytox, shall not under any circumstance become a Licensed Product under this Agreement.

1.10“Licensed Rights” mean Medytox’s strain of C. botulinum and trade secrets regarding the manufacture of botulinum toxin that were, could have been, or will be alleged in the California Action, ITC Action, and/or Korean Actions to have been misappropriated.

1.11“Manufacturing” means all activities, either by itself or through its suppliers, agents, Affiliates, manufacturers, related to the manufacturing, production or making of the Licensed Product, or any component thereof, for Commercialization or use in the Territory, including, but not limited to test method development and stability testing, formulation, process development, manufacturing scale-up, manufacturing any Licensed Product in bulk or finished form for development, manufacturing the drug substance for any Licensed Product, manufacturing the drug product for any Licensed Product, manufacturing a finished Licensed Product for Commercialization, packaging, in-process and finished Licensed Product testing, release of a Licensed Product or any component or ingredient thereof, quality assurance activities related to manufacturing and release of a Licensed Product, regulatory activities related to any of the foregoing and any shipping, export and distribution to and within the Territory of such Licensed Products and importation into the Territory of such Licensed Products. “Manufacture” has a correlative meaning.

1.12“Marketing Authorization” means an approval or authorization from the appropriate Government Authority in the Territory (including the BLA and all licenses, registrations, and pricing or reimbursement approvals) as required to permit Commercialization in and for the Territory (including clinical testing, manufacture, distribution, or use of such Licensed Product).

1.13 “Regulatory Materials” means regulatory applications, submissions, notifications, communications, correspondence, registrations, common technical documents, technical documents, Marketing Authorizations or other filings made to, received from or otherwise conducted with a Government Authority in order to Commercialize the Licensed Product in the Territory.

1.14“Release Date” means the date on which all Initial License Payments under Section 4 of the ROW Settlement and License Agreement have been made and all License Payments under Section 5 of the this Agreement have been made, provided that: (a) no party has exercised its right to terminate this Agreement or the ROW Agreement;

and (b) this Agreement and the ROW Agreement are assumed pursuant to a court order in the event Evolus enters into bankruptcy proceedings.

1.15“Reporting Period” means a calendar quarter (or three month period), except the first Reporting Period shall begin on December 16, 2020, and end on March 31, 2021, and the last Reporting Period shall begin on July 1, 2022 and end on September 16, 2022.

1.16“Royalty” means on a [***] basis of any Licensed Product sold in the Territory by Evolus, or its Affiliates or Sublicensees, to any other Third Party, excluding vials that are rejected, recalled, replaced or returned for any reason, or that are provided by Evolus without charge as part of any commercially reasonable program including a clinical, medical affairs, promotional, or educational program. For the avoidance of doubt, the Royalty for a [***] of Licensed Product is [***]; the Royalty for a [***] of Licensed Product is [***].

1.17“Royalty Period” means the period starting on December 16, 2020 and ending on September 16, 2022.

1.18“Sales and Royalty Report” means a written report or reports showing each of (1) the sales and corresponding number of vials and the units of said vials, of Licensed Product in the Territory during the Reporting Period by Evolus and its Affiliates and sublicensees, and (2) the Royalties payable in U.S. Dollars which shall have accrued hereunder with respect to such sales. For the avoidance of doubt, the Sales and Royalty Report shall be considered Confidential Information under this Agreement and shall be limited to those employees of Medytox and Allergan that have a need to know such information for purposes of accounting for the Royalty and shall not be utilized for Medytox’s or Allergan’s pricing strategy, sales, marketing or other commercial activities.

1.19“Territory” shall mean the United States, including its territories and possessions.

1.20“Third Party” means any person or entity other than Allergan, Medytox, Evolus, or their Affiliates.

2Termination of Actions.

2.1.The Parties shall (and shall procure that their Affiliates, if necessary, shall) and Evolus shall (and, if necessary, shall use commercially reasonable efforts to cause Daewoong to) undertake the following:

2.1.1.Within five (5) Business Days of the Effective Date, Complainants shall file, or have caused to be filed jointly if permitted by local procedural rules, irrevocable (except in the event of termination of this Agreement pursuant to Sections 6.2 or 6.3 or the occurrence of the circumstances described in Section 10.7), stipulations of dismissal and/or motions to terminate the ITC Action and

the California Action so that the Parties’ and/or their Affiliates’ respective claims and counterclaims in those actions are dismissed without prejudice in accordance with the local rules applicable to the relevant action. Such stipulations of dismissal from or motions to terminate the actions shall be subject to approval by each of the Parties before filing.

2.1.2.Within five (5) Business Days of the Effective Date, the Parties shall jointly file a petition in a form to be agreed requesting that the International Trade Commission promptly rescind the Limited Exclusion Order and the Cease and Desist Order entered in the ITC Action.

2.1.3.To the extent any appeals have been filed in relation to the ITC Action, the Parties agree that within five (5) Business Days of the Effective Date, all Parties shall jointly file, or have cause to be filed, a withdrawal of such appeals, and Evolus shall use commercially reasonable efforts to cause Daewoong to join in such withdrawal, provided that if Daewoong does not join a request to withdraw all pending appeals, Medytox and/or Allergan may elect to continue their appeal with respect to Daewoong and if the ITC Action or appeals therefrom continue as it relates to Daewoong this Agreement shall remain in full force and effect notwithstanding the outcome thereof.

2.1.4.To the extent necessary, within five (5) Business Days of the Effective Date, Medytox shall file, or cause to be filed, an appropriate document (except in the event of termination of this Agreement pursuant to Sections 6.2 or 6.3or the occurrence of the circumstances described in Section 10.7) in the Korean Actions that Medytox is not seeking and that, to the extent it is within Medytox’s control, the Korean Actions shall not adversely affect any rights granted under the Commercialization License of Section 4.1 and the Manufacturing License of Section 4.2, including the right to Commercialize, and obtain or maintain Marketing Authorization and any Regulatory Materials related to the Licensed Product in the Territory and the right to Manufacture or have Manufactured Licensed Product in the Territory during the Royalty Period. Medytox further agrees that it will be legally bound by the submitted document, and it will not revoke the filing of such document or the relief requested therein. For the avoidance of doubt, and as stated in Sections 3.2 and 5.1, the Initial Licenses and Renewal License shall be operable, as prescribed in this Agreement, notwithstanding any potential remedies issued in the Korean Actions.

2.1.5.To the extent possible, the Parties shall ensure that the filings described in Sections 2.1.1 through 2.1.4 shall be without an order as to costs.

2.1.6.The Parties shall cooperate and work together (and procure the same from their respective Affiliates) to dismiss, move to terminate, withdraw, or stipulate in accordance with Sections 2.1.1 through 2.1.4.

2.2.The Parties shall each be responsible for their own attorneys’ fees, costs and expenses in connection with this Agreement and the California Action, the ITC Action, and the Korean Actions.

2.3.Subject to non-termination of this Agreement pursuant to Sections 6.2 or 6.3, Complainants shall not bring any proceeding or action, or submit any complaint, against Evolus alleging any violation of the Limited Exclusion Order and Cease and Desist Order entered in the ITC Action.

2.4.All Parties agree that within twenty (20) Business Days of the Release Date counsel for each of the Parties shall destroy all Confidential Information produced by another Party in the course of the California Action and ITC Action. Notwithstanding the foregoing, counsel for the Parties in the California Action and ITC Action may keep an archival copy of the produced documents and any work product that copies or references said produced documents.

2.5.Upon termination of the ITC Action as to Evolus, Evolus shall file, or have caused to be filed jointly by the Parties and Daewoong, if so permitted, the necessary motions to effectuate the return to Evolus of the full amount of the bond payments that Evolus has posted with the U.S. Treasury during the PRP, and Medytox and Allergan will not oppose.

2.6.Upon termination of the ITC Action as to Evolus and subject to non-termination of this Agreement pursuant to Sections 6.2 or 6.3, Complainants shall assist Evolus, as needed, to ensure U.S. Customs and Border Protection permits importation by or for Evolus of the Licensed Products into the Territory during the Royalty Period.

2.7.Upon termination or dismissal of the California Action, modification of the Limited Exclusion Order, and rescission of the Cease and Desist Order pursuant to Section 2.1.2, Complainants agree, subject to non-termination of this Agreement pursuant to Sections 6.2 or 6.3, that Evolus may, without interference from Complainants, Commercialize and obtain or maintain Marketing Authorization and all Regulatory Materials related to any Licensed Product in the Territory, and may, without interference from Complainants, Manufacture or have Manufactured any Licensed Product, or any component thereof, for Commercialization or use in the Territory during the Royalty Period.

3.Mutual Releases.

3.1.The Parties agree that this Agreement is in full and final settlement of all and any claims or cause of action, directly or indirectly, that Allergan and Medytox and their respective Affiliates, on the one hand, and Evolus and their respective Affiliates on the other hand, have against the other relating to the California Action, the ITC Action, and the Licensed Rights in the Territory, including without limitation any claims for damages, interest, or costs.

3.2.Subject to non-termination of this Agreement pursuant to Sections 6.2 or 6.3, Allergan, on behalf of itself, each of its Affiliates and each of its respective officers, directors, shareholders, members, agents, and representatives, hereby irrevocably and unconditionally releases, acquits and forever discharges Evolus and all current, former, and future Affiliates, subsidiaries, members, managers, directors, officers, shareholders, employees, predecessors, successors, and agents, and its customers, agents, attorneys, licensors, distributors, resellers, purchasers, donees, vendors, or vendees (collectively, the “Evolus Releasees”) from all past and present actions, causes of action, claims for relief or demands in law or in equity, and from any claims for or allegations of liability, debts, contracts, promises, obligations, damages, attorneys’ fees, costs, interest, or expenses, whether fixed or contingent, asserted or unasserted, that Allergan now has against any of the Evolus Releasees, for, upon, or by reason of any act, omission, representation, or any other matter or cause, respecting the claims and allegations made in the ITC Action and those arising from the same nucleus of operative fact. Nothing contained in this Section 3.2 will release the Evolus Releasees from any claim based upon any material misrepresentations made in this Agreement unless cured within sixty (60) days of receiving written notice thereof from Allergan, or material breach of any material provision of this Agreement that is incapable of remedy, or if capable of remedy is not remedied to the reasonable satisfaction of Allergan within sixty (60) days of service of written notice by Allergan.

3.3.Effective as of the Release Date, and subject to Section 10.7, Medytox, on behalf of itself, each of its Affiliates and each of its respective officers, directors, shareholders, members, agents, and representatives, hereby irrevocably and unconditionally releases, acquits and forever discharges the Evolus Releasees from all past and present actions, causes of action, claims for relief or demands in law or in equity, and from any claims for or allegations of liability, debts, contracts, promises, obligations, damages, attorneys’ fees, costs, interest, or expenses, whether fixed or contingent, asserted or unasserted, that Medytox now has against any of the Evolus Releasees, for, upon, or by reason of any act, omission, representation, or any other matter or cause, respecting the Commercialization or Manufacturing of Licensed Products and the Licensed Rights in the Territory during the Royalty Period, and all causes of action that were, could have been, or will be asserted in the Actions. Nothing contained in this Section 3.3 will release the Evolus Releasees from any claim based upon any material misrepresentations made in this Agreement unless cured within sixty (60) days of receiving written notice thereof from Medytox, or material breach of any material provision of this Agreement that is incapable of remedy, or if capable of remedy is not remedied to the reasonable satisfaction of Medytox within sixty (60) days of service of written notice by Medytox. Medytox agrees that Evolus can, without interference from Medytox, Manufacture, have Manufactured, Commercialize, and obtain or maintain Marketing Authorization and any Regulatory Materials related to the Licensed Product in the Territory during the Royalty Period.

3.4.Subject to non-termination of this Agreement pursuant to Sections 6.2 or 6.3, Evolus, on behalf of itself, each of its Affiliates and each of its respective officers,

directors, shareholders, members, agents, and representatives, hereby irrevocably and unconditionally releases, acquits and forever discharges Allergan, Medytox, and its current, former, and future Affiliates, subsidiaries, members, managers, directors, officers, shareholders, employees, predecessors, successors, and agents, and its customers, agents, attorneys, licensors, distributors, resellers, purchasers, donees, vendors, or vendees (collectively, the “Allergan/Medytox Releasees”) from all past and present actions, causes of action, claims for relief or demands in law or in equity, and from any claims for or allegations of liability, debts, contracts, promises, obligations, damages, attorneys’ fees, costs, interest, or expenses, whether fixed or contingent, asserted or unasserted, that Evolus has against any of the Allergan/Medytox Releasees, for, upon, or by reason of any act, omission, representation, or any other matter or cause, respecting the Licensed Rights as they pertain to the Commercialization or Manufacturing of Licensed Products or component(s) thereof, and all causes of action that were, could have been, or will be asserted in the Actions. Nothing contained in this Section 3.4 will release the Allergan/Medytox Releasees from any claim based upon any material misrepresentations made in this Agreement unless cured within sixty (60) days of receiving written notice thereof from Evolus, or material breach of any material provision of this Agreement that is incapable of remedy, or if capable of remedy is not remedied to the reasonable satisfaction of Evolus within sixty (60) days of service of written notice by Evolus.

3.5.Effective as of the Effective Date, Evolus hereby releases, indemnifies, and holds Allergan and Medytox harmless from any and all product liability claims, actions, losses, damages, and liabilities resulting from or arising out of the use or sale of Licensed Products under this Agreement.

3.6.For the avoidance of doubt, all releases under this Section 3 do not release either Party and/or their Affiliates from their contractual obligations under this Agreement and are without prejudice to the Parties’ rights to raise claims, defend claims, and seek remedies for breach of this Agreement.

3.7.For the avoidance of doubt, Alphaeon Corporation, Alphaeon 1 LLC, Aeon Biopharma Inc., and Strathspey Crown Holdings Group LLC are not Affiliates of Evolus and do not obtain any releases pursuant to this Agreement, including the releases contained in this Section 3.

3.8.Unknown Claims/California Civil Code Section 1542 Waiver: The Parties each expressly assume the risk that by entering into this Agreement and the releases contained herein, each will forever waive claims, causes of action, and damages that may exist before the Effective Date of this Agreement, but which it does not know of, or suspect to exist, and which, if known, would have materially affected the Party’s decision to enter into this Agreement. In that regard, the Parties acknowledge that they have been informed by their counsel of the provisions of Section 1542 of the Civil Code of the State of California, and expressly waive and relinquish all rights and benefits which they might have had under that section which reads as follows:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

The Parties hereby expressly waive and relinquish all rights and benefits under that Section 1542 of the Civil Code of the State of California and any law or legal principle of similar effect in any jurisdiction with respect to the release granted in this Settlement Agreement.

4.License.

4.1.Commercialization License. During the Royalty Period only, as to Medytox, and from December 16, 2020 until the last of the Licensed Rights expires, as to Allergan, Medytox and Allergan hereby grant Evolus and its Affiliates a non-exclusive, royalty-bearing, irrevocable (except pursuant to Sections 6.2 or 6.3 or the occurrence of the circumstances described in Section 10.7) right and license to the Licensed Rights to Commercialize and obtain or maintain the Marketing Authorization and all Regulatory Materials related to any Licensed Product in the Territory (the “Commercialization License”). For the avoidance of doubt, any sale of Licensed Product in the Territory by Evolus during the PRP is authorized under the License.

4.2.Manufacturing License. During the Royalty Period only, Allergan and Medytox hereby grant Evolus and its Affiliates a non-exclusive, royalty-bearing, irrevocable (except pursuant to Sections 6.2 or 6.3 or the occurrence of the circumstances described in Section 10.7) right and license to the Licensed Rights to Manufacture or have Manufactured Licensed Product (including by non-Affiliates of Evolus, and specifically including Daewoong or its Affiliates, or any successor to Daewoong or its Affiliates) for the Territory, including to Manufacture and have Manufactured Licensed Product outside the Territory so long as such Licensed Product is or will be Commercialized, used to obtain or maintain Marketing Authorization and all Regulatory Materials related to any Licensed Product in the Territory (the “Manufacturing License” and collectively with the Commercialization License, the “Licenses”). For the avoidance of doubt, the Licenses shall be operable during the Royalty Period notwithstanding any potential remedies issued in the Korean Actions.

4.3.Evolus and its Affiliates shall have the right to grant written sublicenses of the Commercialization License granted under Section 3.1 and/or the Manufacturing License granted under Section 3.2 to non-Affiliate entities (individually, “Sublicensee” and collectively, “Sublicensees”), with prior approval from Allergan and Medytox, which shall not be unreasonably withheld. If Evolus grants such a sublicense, Evolus shall ensure that all of the applicable terms and conditions of this Agreement shall apply to the Sublicensee to the same extent that they apply to Evolus for all purposes. For the avoidance of doubt, Sublicensee does not include any Third-Party through which Evolus

or its Affiliates utilize the Commercialization License or Manufacturing License pursuant to Section 3.1 and 3.2 respectively.

4.4.For the avoidance of doubt Alphaeon Corporation, Alphaeon 1 LLC, Aeon Biopharma Inc., and Strathspey Crown Holdings Group LLC are not Affiliates of Evolus and do not obtain any licensing rights under this Agreement, including those described in this Section 4.

4.5.Termination of Licenses. After the Royalty Period ends, the Manufacturing License shall expire and the Commercialization License granted by Medytox shall expire. After the Royalties Period ends and Evolus has made the License Payments set forth in Sections 5.2 and 5.3, the Commercialization License granted by Allergan shall be fully paid-up and irrevocable.

5.License Payments.

5.1.In consideration for the grant of the Licenses described in Section 4 and subject to: (i) the modification of the Limited Exclusion Order and the rescission of the Cease and Desist Order, as described in Sections 2.1.1 and 2.1.2 and (ii) the termination of the California Action, as described in Section 2.1.1, Evolus shall pay to Complainants pursuant to the method prescribed in Exhibit A to this Agreement the following payments and amounts set forth in Sections 5.2 and 5.3 (the “License Payments”):

5.2.Lump-Sum License Fees:

5.2.1.Upon the Effective Date, Evolus shall be obligated to pay Complainants a one-time up-front license fee in the amount of $15,000,000.00 (fifteen million U.S. dollars). Such payment shall be payable within ninety (90) days of the date of the latest-in-time termination or dismissal of the Actions pursuant to Sections 2.1.1 through 2.1.3.

5.2.2.On the first Business Day twelve (12) months after the Effective Date, Evolus shall pay Complainants a lump sum of $15,000,000.00 (fifteen million U.S. dollars).

5.2.3.On the first Business Day twenty-four (24) months after the Effective Date, Evolus shall pay Complainants a lump sum of $5,000,000.00 (five million U.S. dollars).

5.3.Royalties. During the Royalty Period, Evolus will be obligated to pay the Royalty to Complainants. Such Royalty payments will be made for a given Reporting Period within seventy-five (75) days of the end of each calendar quarter containing the applicable Reporting Period; provided that, for Royalties due for the Reporting Period from [***] through [***] the Royalty shall be payable at the same time as the Royalty payable for the Reporting Period from [***] to [***]. Each Royalty payment shall be accompanied by a Sales and Royalty Report sent to Allergan and Medytox at the E-mail

addresses set forth in Section 10.5. For the avoidance of doubt, the Sales and Royalty Report shall be considered Confidential Information under this Agreement and shall be limited to those employees of Complainants that have a need to know such information for purposes of accounting for the Royalty and shall not be utilized for Complainants’ pricing strategy, sales, marketing, or other commercial activities.

5.4.To the extent that there are any deductions to Royalties due for a Reporting Period that occur after the Royalty payment for that Reporting Period has been made, such deductions shall be accounted for as a credit against any Royalty payment payable in a subsequent Reporting Period. Any such credit shall be set forth on the Sales and Royalty Report for the Reporting Period in which the credit is accounted for. To the extent that there are any deductions to Royalties due that occur after Evolus has made its last Royalty payment, Complainants shall reimburse Evolus for such deduction within twenty (20) Business Days after Evolus notifies Complainants of such deduction, provided such notice is made within sixty (60) days of the end of the calendar Royalty Period.

5.5.For the avoidance of doubt, only one Royalty payment under Section 5.3 is due for any Licensed Product, whether manufactured or sold by Evolus, its Affiliates, sub-licensees, agents, resellers, distributors, suppliers, partners, co-promoters, or similar associates for Commercialization.

5.6.For the avoidance of doubt, Evolus shall be required to continue making the License Payments regardless of the status or expiration of the Licensed Rights. In the event of termination of this Agreement, as set forth in Sections 6.1, 6.2, or 6.3, Evolus shall still be required to make any Royalty Payments accrued through the effective date of such termination on the schedule set forth in Section 5.3 and Complainants shall still be obligated to make any reimbursements for any deductions to Royalties that occur after Evolus has made its last Royalty Payment on the schedule set forth in Section 5.4.

5.7.Records and Audits.

5.7.1.Evolus shall keep complete, true, and accurate books and records in accordance with the Accounting Standards in relation to this Agreement, including in relation to sales of Licensed Products and Royalties. Evolus will keep such books and records for at least three (3) years following the calendar year to which they pertain.

5.7.2.Audit Rights. On an annual basis, Allergan or Medytox may, upon written request and at its own expense, cause an internationally recognized independent accounting firm (“Auditor”), which is reasonably acceptable to Evolus, to inspect the relevant records of Evolus to verify the Royalties payable by Evolus and the related reports, statements, and books of accounts within the three (3) years prior to the year in which such audit is conducted, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to Evolus by which the Auditor agrees to keep confidential all information reviewed

during the audit. Allergan and Medytox may each designate one external law firm who, upon execution of the same undertaking to Evolus required of the Auditor, may review the Auditor’s work and the information on which it is based. The Auditor shall have the right to disclose to Allergan and Medytox only its conclusions regarding any payments owed under this Agreement.

5.7.3.Evolus shall make its records available for inspection by the Auditor during Evolus’s regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from Allergan, Medytox and/or the Auditor. The records shall be reviewed solely to verify the accuracy of Evolus’s Royalty payments and compliance with this Agreement. Such inspection right shall not be exercised more than once in any calendar year and not more frequently than once with respect to records covering any specific period of time, unless a prior inspection has revealed any underpayment by Evolus. Allergan and Medytox agree to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any law, regulation, or judicial order.

5.7.4.The Auditor shall provide its audit report and the basis for any determination to Evolus at the time such report is provided to Allergan or Medytox before it is considered final.

5.7.5.In the event that the final result of the inspection reveals an undisputed underpayment or overpayment by Evolus, the underpaid or overpaid amount shall be settled promptly.

5.7.6.Allergan and/or Medytox shall pay for such inspections, as well as their expenses associated with enforcing its rights with respect to payments hereunder. If an underpayment of more than seven point five percent (7.5%) of the total payments due for the applicable audit period is discovered, the reasonable fees and expenses charged by the Auditor shall be paid by Evolus.

6.Term and Termination.

6.1.This Agreement begins on the Effective Date and, unless sooner terminated as herein provided pursuant to Sections 6.2 or 6.3 provided herein or the occurrence of circumstances described in Section 10.7, shall continue in full force and effect until September 16, 2022, at which time the Commercialization License granted by Medytox under Section 4.1 and the Manufacturing License granted under Section 4.2 shall expire. The Commercialization License granted by Allergan under Section 4.1 shall be deemed fully paid up and irrevocable. Notwithstanding the foregoing, the payment obligations, including without limitation the payment obligations under Section 5, including any credit for any deductions, for any Royalties accrued prior to termination,

and the audit rights provided in Section 5.7 that are necessary to audit the records relevant to those obligations, will survive termination of this Agreement.

6.2.Termination for Challenge. If Evolus or any of its Affiliates or Sublicensees challenges before a court, tribunal, or government agency the validity, enforceability, scope, or protected status of any of the Licensed Rights, including but not limited to the trade secret status of any trade secret included within the scope of this Agreement, then Allergan or Medytox may terminate this Agreement after fifteen (15) Business Days of service of written notice to Evolus.

6.3.Termination for Cause. Any Party may terminate the Agreement with immediate effect by written notice to the other Party in the event that the other Party commits a material breach of any material provision of this Agreement that is incapable of remedy, or if capable of remedy is not remedied to the reasonable satisfaction of the non-breaching Party within sixty (60) days of service of written notice by the non-breaching Party.

6.4.Any right to terminate this Agreement or to cancel rights and obligations hereunder is in addition to and without prejudice to any other rights or remedies any Party may be entitled to under this Agreement, at law or otherwise. On termination or expiry of this Agreement, any rights or remedies either Party may have arising from any breach of this Agreement shall continue to be enforceable.

6.5.In the event of this Agreement being terminated or expired, the confidentiality provisions of Section 9, the arbitration provisions of Section 10.8, and any other terms of this Agreement as may be necessary for interpretative purposes, shall survive such termination or expiry.

7.Representations and Warranties. Each Party is entering into this Agreement in reliance of the following representations and warranties of the other Parties, all of which are acknowledged to be material, and which include the following:

7.1.The execution, delivery, and performance of the obligations under this Agreement are within its power, and have been duly authorized by all necessary corporate or business action, do not contravene any law or any contractual provision binding on it, and do not require any consent or approval of any person or government authority except as set forth herein or such consents and approvals as have been obtained and are in full force and effect.

7.2.This Agreement constitutes the Party’s legal, valid, and binding obligation and is enforceable in accordance with its terms.

7.3.As of the Effective Date, Allergan and Medytox represent and warrant that they collectively have the exclusive right and power to grant licenses to the License Rights.

7.4.As of the Effective Date, Allergan and Medytox represent and warrant that the California Action, the ITC Action, the Korean Actions, and Medytox’s submissions to the U.S. Food and Drug Administration, and Health Canada represent the only suits, complaints, grievances, demands, claims, citizen’s petitions, causes of action in, of or before any Governmental Authority to which Allergan or Medytox is a party, or in which Allergan or Medytox is directly or indirectly participating, that would (i) adversely affect Evolus’s right to make, have made, Commercialize, or obtain or maintain Marketing Authorization and any Regulatory Materials for the Licensed Products in the Territory, (ii) stop Evolus’s right to Manufacture or have Manufactured the Licensed Products, or any of its components, for Commercialization, or (iii) adversely affect Evolus’s ability to maintain the Marketing Authorization or any Regulatory Materials related to the Licensed Products in the Territory.

7.5.Evolus warrants, as to the License Payments, that at the time of any such payment that Evolus will make or cause to be made pursuant to Section 5 of this Agreement, Evolus will not be insolvent, nor will the License Payments required to be made render Evolus insolvent, within the meaning of and/or for the purposes of the United States Bankruptcy Code, including §§ 101 and 547 thereof.

7.6.Evolus represents and warrants that, as of the Effective Date, Evolus and Daewoong are not a party to any agreements other than (a) the Evolus-Daewoong Supply Agreement (b) the Amendments to Evolus-Daewoong Supply Agreement, (c) that certain Convertible Promissory Note Purchase Agreement, dated as of July 6, 2020 by and among Evolus and Daewoong and (d) Convertible Promissory Note, dated July 30, 2020 and issued by Evolus to Daewoong. Except as disclosed in the prior sentence, as of the Effective Date, there are no agreements between Evolus and Daewoong, whereby Daewoong or an Affiliate of Daewoong could acquire, directly or indirectly, equity in Evolus.

7.7.CFIUS Representation. Evolus does not: produce, design, test, manufacture, fabricate, or develop one or more “critical technologies,” as that term is defined in the Defense Production Act of 1950, as amended, including all implementing regulations thereof.

7.8.Each Party hereto represents and warrants to the other Party that, as of the Effective Date, the warranting Party is not subject to any judgment, order, injunction, decree, or award of any court, administrative agency, or governmental body that would or might interfere with its performance of any of its obligations hereunder.

7.9.Each Party warrants that it will not form any new or use any existing entity, or assign its rights and obligations under this Agreement or its other assets to another entity, to avoid compliance with any of the provisions of this Agreement.

7.10.Each of the Parties agrees that this Agreement is a compromise of the Parties’ claims and defenses in the disputed California Action and ITC Action, and is intended to be, a full and complete settlement, discharge and release of those actions and

related claims as to the Parties, subject to Section 10.7. None of the Parties admits to or concedes any liability or wrongdoing whatsoever, and this Agreement is not, and shall not be described or characterized by any Party, or by its directors, executives, employees, agents or other representatives, as an admission by any Party or their Affiliates of any liability or wrongdoing.

7.11.The existence of this Settlement Agreement, its provisions and terms shall not be interpreted, construed, deemed, invoked, offered or received in evidence or otherwise used by any person in this or any other action or proceeding, civil, criminal or administrative, except in a proceeding to enforce the terms or conditions of the Agreement. The existence of this Agreement, its provisions and terms are not, and shall not be argued by any person to be or to be deemed to be evidence of, a concession or admission of, nor to create a presumption of any fault, liability or wrongdoing as to any facts or claims alleged or asserted in the California Action or ITC Action or any other action or proceeding.

7.12.Each of the Parties agrees to take all action necessary to carry out the intentions of the Parties as expressed in this Agreement.

7.13.Allergan Covenant Not to Sue. Allergan, on behalf of itself, and each of its respective Affiliates and each of their respective officers, directors, shareholders, members, agents, and representatives, each covenant not to, directly or indirectly, alone or by, with or through others, cause, induce, allow to continue or authorize or voluntarily assist, participate, or cooperate in the commencement, maintenance, or prosecution of any action, proceeding, petition, or investigation alleging misappropriation of the Licensed Rights, except that the foregoing shall not apply in the event Evolus commits a material breach of any material provision of this Agreement that is incapable of remedy, or if capable of remedy is not remedied to the reasonable satisfaction of Medytox and/or Allergan within sixty (60) days of service of written notice by Medytox and/or Allergan, or the occurrence of the circumstances described in Section 10.7.

7.14.Medytox Covenant Not to Sue. Medytox on behalf of itself, and each of its Affiliates and each of their respective officers, directors, shareholders, members, agents, and representatives, each covenant not to, directly or indirectly, alone or by, with or through others, cause, induce, allow to continue or authorize or voluntarily assist, participate, or cooperate in the commencement, maintenance, or prosecution of any action, proceeding, petition, or investigation alleging misappropriation of the Licensed Rights or any cause of action asserted or that could have been asserted in any of the Actions, which would adversely affect Evolus’s right to Commercialize the Licensed Products in the Territory, to obtain or maintain Marketing Authorization and any Regulatory Materials for the Licensed Products in the Territory, or to Manufacture or have Manufactured the Licensed Products, or any component thereof, for Commercialization or use in the Territory during the Royalty Period, except that the foregoing shall not apply in the event Evolus commits a material breach of any material provision of this Agreement that is incapable of remedy, or if capable of remedy is not

remedied to the reasonable satisfaction of Medytox and/or Allergan within sixty (60) days of service of written notice by Medytox and/or Allergan, or the occurrence of the circumstances described in Section 10.7.

7.15.No Other Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, (A) NO REPRESENTATION, CONDITION OR WARRANTY WHATSOEVER IS MADE OR GIVEN BY OR ON BEHALF OF EITHER PARTY; AND (B) ALL OTHER CONDITIONS AND WARRANTIES WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE ARE HEREBY EXPRESSLY EXCLUDED, INCLUDING ANY CONDITIONS AND WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.Daewoong.

8.1.Nothing in this Agreement creates any right enforceable by Daewoong.

9.Confidentiality.

9.1.Settlement Terms. This Agreement, its Exhibit, and its terms and conditions including all financial terms, and the substance of all negotiations and Confidential Information disclosed by either Party in connection with it, are confidential to the Parties, their Affiliates, and their advisers, who shall not disclose them to, or otherwise communicate them to, any Third Party without the written consent of the other Party, other than:

•to the relevant Party’s auditors, insurers, and lawyers on terms which preserve confidentiality;

•pursuant to an order of a court of competent jurisdiction, or pursuant to any proper order or demand made by any competent authority or body where they are under a legal or regulatory obligation to make such a disclosure;

•as far as necessary to implement and enforce any of the terms of this Agreement on terms which preserve confidentiality; or

•as otherwise authorized in writing and in advance by all other Parties.

Except as provided in Section 9.2, no Party shall issue a press release regarding this Agreement or make any public disclosure of the terms of this Agreement without the prior written approval of the other Parties. Any Party may confirm that the ITC Action has been resolved on confidential terms. For the avoidance of doubt, no Party is restricted from disclosing information about the Settlement Terms to the extent such terms have been made public in a manner consistent with the terms of this Agreement.

The Parties understand and agree that Evolus shall be required to file the complete Agreement as an exhibit to a Current Report on Form 8-K and future securities filings, which will be filed with the Securities and Exchange Commission, less those financial terms that Evolus together with its counsel reasonably believes it may obtain confidential

treatment for from the Securities and Exchange Commission. Evolus shall notify the other Parties within three (3) Business Days if the Securities and Exchange Commission denies confidential treatment of any part of the Agreement.

Notwithstanding anything to the contrary in this Agreement, the Parties understand and agree that each Party cay disclose the existence and/or terms of this Agreement (a) to comply with its obligations under the law, including, without limitation, the United States Securities Act of 1933, as amended, and the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”); (b) in order to comply with the listing standards, rules, regulations or agreements of any national or international securities exchange, the NASDAQ Global Market or New York Stock Exchange or other similar laws, rules, or regulations of a governmental or regulatory authority; (c) to respond to an inquiry of a government authority or regulatory authority as required by law; (d) to comply with a court order or applicable law, governmental regulations, or investigative requests; or (e) in a judicial, administrative, or arbitration proceeding, if, in the reasonable opinion of the disclosing Party’s counsel is mandated by a subpoena, discovery request, or other compulsory process. In any such event, the Party making such disclosure shall (i) provide the other Parties as much advance notice as reasonably practicable of the required disclosure, (ii) cooperate with the other Parties in any reasonable attempt to prevent or limit the disclosure, including to secure a protective order or confidential treatment of this Agreement or portions thereof, and (iii) limit any disclosure to the specific purpose at issues.

9.1.Confirmation of Settlement. The Parties are entitled to confirm to Third Parties the fact that the ITC Action and the California Action have been resolved on confidential terms, but not the terms of such resolution as set forth in this Agreement, in the form of a statement to be agreed, to the extent such terms have not otherwise been made public in a manner consistent with the terms of this Agreement.

10.General Provisions.

10.1.Non-Disparagement. No party shall, or encourage or induce others to, disparage or make defamatory remarks, comments, statements, representations, or other communications concerning any other Party or its respective Affiliates, officers, directors, shareholders, members, agents, representatives, products, or services, whether directly or indirectly, in writing, orally, or otherwise. Notwithstanding the foregoing, nothing in this Agreement shall preclude a Party from making truthful statements that are required by applicable law, regulation, or legal process. Nothing in the foregoing is intended to impede legitimate competition or commercially reasonably sales and marketing tactics, including commercially reasonable comparison of Licensed Products with any other product on the market.

10.2.Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the United States of America, without regard to the principles of conflicts of laws. To the extent any dispute between

the Parties regarding this Agreement is not arbitrated pursuant to Section 10.8, the federal and state courts in California shall have jurisdiction over the parties hereto in all matters arising hereunder and the parties hereto agree that the venue with respect to such matters will be a state or federal court in the County of Orange, in the State of California.

10.3.Headings. Headings are solely for the convenience of the Parties and shall not be deemed to define, construe, characterize, or limit any of the provisions of this Agreement.

10.4.Assignments. This Agreement shall inure to the benefit of, and be binding upon, the successors, legal representatives or assigns of the Parties. For the avoidance of doubt, this Agreement shall survive a change of control of one or more of the Parties and no Party shall gain the right to terminate this Agreement upon the change of control of the other Party.

10.5.Notices. All notices required or permitted by this Agreement shall be in writing and shall be sent by first class mail, postage prepaid, or by delivery by a reputable delivery service such as Federal Express or DHL, addressed as follows, or sent via fax transmission with confirmation of receipt, and additional copy via email as indicated:

Allergan:

AbbVie, Inc.
[***]

[***]

Medytox:

Medytox Inc,

[***]

Evolus:

[***]
[***]
[***]
[***]

Any Party may change the address to which notices shall be sent to it by notice in writing to all other Parties.

10.6.Equitable Relief. Each Party acknowledges and agrees that the Parties’ obligations and undertakings pursuant to Sections 2 and 3 of this Agreement are

reasonable and necessary to protect their respective legitimate interests, that the Parties would not have entered into this Agreement in the absence of such provisions, and that a Party’s material breach or threatened breach or failure to comply with Sections 2 and 3 shall cause the other Parties significant and irreparable harm, the amount of which shall be extremely difficult to estimate and ascertain, and for which money damages shall not be adequate. The Parties further acknowledge and agree that they shall have the right to apply to any court of competent jurisdiction for an injunction order restraining any material breach or threatened breach of Sections 2 and/or 3 of this Agreement or sales of Licensed Products not consistent with the rights granted under this Agreement and specifically enforcing the terms and provisions of such Sections of this Agreement. Each Party agrees that it shall not challenge any of the foregoing acknowledgements and agreements in this Section concerning injunctive relief in any proceeding brought by one or more of the other Parties.

10.7.Bankruptcy. If a case is commenced in respect of Evolus under Title 11 of the United States Code or similar domestic or foreign law, or if a trustee, receiver, conservator or other fiduciary is appointed under any similar domestic or foreign law, and in the event of the entry of a final order of a court of competent jurisdiction determining that the transfer of money or any portion thereof under this Agreement to or on behalf of Allergan or Medytox to be a preference, voidable transfer, fraudulent transfer, or similar transaction and any portion thereof is required to be returned, then the Parties shall jointly move the relevant court or agency of competent jurisdiction to vacate any releases made pursuant to this Agreement, which releases shall then be null and void, and the Parties shall be restored to their respective positions in the California Action, ITC Action, and the Korean Actions immediately prior to the date of this Agreement.

10.8.Arbitration. Except for disputes regarding equitable relief under Section 10.6, if any disputes arise out of or in connection with this Agreement or any further amendment thereto, the Parties shall try to resolve such dispute amicably. In the event that the Parties fail to settle the dispute through amicable negotiation, such dispute shall be submitted to and finally settled by arbitration in California in accordance with the rules of JAMS by one or more arbitrators appointed in accordance with such rules. The language to be used in the arbitral proceedings shall be English.

10.9.Taxes; Withholding. (a) In the event that any payment under this Agreement becomes subject to withholding taxes under applicable laws or regulations, the payor shall withhold from the payment the amount of such taxes due and timely pay to the proper governmental authority the amount of any taxes withheld. The payor shall deliver to the payee the original or a certified copy of a receipt issued by the applicable governmental authority evidencing the payment of the taxes withheld, a copy of the tax return reporting such payment, or other evidence of such payment reasonably satisfactory to payee. The Parties agree to cooperate with one another and use reasonable efforts to minimize or eliminate any such tax withholding or similar obligations in respect of any payments or transfers made to Complainants under this Agreement including taking into account any reduction to withholding available under a tax treaty to which the payee is

entitled and taking all appropriate steps related thereto. Each Party agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect (including pursuant to Section 10.9(c)(iii) below), it shall update such form or certification or promptly notify the other Party in writing of its legal inability to do so.

(b) In furtherance of the foregoing, the Parties shall cooperate to (i) determine to which jurisdiction or jurisdictions each payment made hereunder is allocable and the portion allocable to each such jurisdiction (based upon the sales or the utilization of intellectual property in each such jurisdiction), (ii) determine the treatment of each such payment for tax purposes in each such jurisdiction, and (iii) report each payment made hereunder consistent with such determination for all tax purposes in all affected jurisdictions.

(c) With respect to payments made under this Agreement that are allocable to sources within the United States in accordance with the principles of Paragraph (b) hereof:

(i) Medytox represents that it is, and at all relevant times will be, entitled to the benefits of the United States - Republic of Korea Income Tax Convention (the “U.S.-Korea Treaty”), including, without limitation, where applicable the reduced rate of taxation on royalties specified in paragraph (1) of Article 14 thereof, with respect to such payments of which it is the beneficial owner;

(ii) Allergan Pharmaceuticals Ireland represents that it is, and at all relevant times will be, entitled to the benefits of the United States - Ireland Income Tax Convention (the “U.S.-Ireland Treaty”), including, without limitation, where applicable the reduced rate of taxation on royalties specified in paragraph (1) of Article 12 thereof, with respect to all payments hereunder of which it is the beneficial owner;

(ii) Within fifteen (15) days of the Effective Date, Medytox and Allergan shall each provide Evolus with a validly completed and duly executed IRS Form W-8BEN-E (or IRS Form W-9 if applicable) claiming any exemption from or reduced rate of withholding described in clause (i) or (ii); and

(iii) the Parties agree that each License Payment shall be treated as a payment of a royalty pursuant to the Internal Revenue Code of 1986, as amended, and as applicable to the U.S.-Korea Treaty and the U.S.-Ireland Treaty.

(d) The Parties shall not take any position for any tax purpose inconsistent with any provision of this Section 10.9, absent a final and binding determination by a taxing authority in the relevant jurisdiction(s), in which case parties shall also cooperate to seek conforming adjustments in any other relevant jurisdictions. The Parties shall keep each other reasonably informed, and shall notify the other Party promptly of any inquiry of any taxing authority relating in any way to such determination, allocation or treatment or otherwise in respect of the taxation of any payments made hereunder, and shall, without limiting the generality of Section 10.9(a), reasonably cooperate in responding to any such inquiry and in any related audit or contest. No settlement of any audit, proceeding,

examination or contest with respect to taxes or the taxation of the parties with respect to any payments made hereunder shall be agreed to by either Party without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed).

10.10.Entire Agreement. All rights not expressly granted by the Parties under this Agreement are reserved by the Parties and, except as explicitly set on in this Agreement, no other express or implied license or rights under any intellectual property of any Party are granted or intended to be granted under this Agreement. The Parties acknowledge that this Agreement sets forth the entire agreement and understanding of the Parties and supersedes all prior written or oral agreements or understandings with respect to the subject matter hereof. No modification of any of the terms of this Agreement, or any amendments thereto, shall be deemed to be valid unless in writing and signed by an authorized agent or representative of both parties hereto. No course of dealing or usage of trade shall be used to modify the terms and conditions herein. This Agreement shall be binding on each of the Parties and their respective permitted successors and assigns.

10.11.Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful, invalid, void, or unenforceable in whole or in part for any reason, such provision or such part thereof shall be deemed separate from and shall in no way affect the validity, legality, and enforceability of the remainder of this Agreement. If such provision or part thereof is deemed unlawful, void, or unenforceable due to its scope or breadth, such provision or part thereof shall be deemed valid to the extent of the scope or breadth permitted by law. The Parties agree to renegotiate in good faith any provision held to be invalid, illegal, or unenforceable, it being the intent of the Parties that the basic purposes of the Agreement are to be effectuated.

10.12.Counterparts. This Agreement may be executed in counterparts, and execution by each of the Parties of any one of such counterparts will constitute due execution of this Agreement. 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 Agreement by facsimile by either Party shall be legal, valid, and binding to the same extent as an original signature.

IN WITNESS WHEREOF, the Parties have fully executed and delivered this Settlement Agreement as of the day and year first written above.

ALLERGAN LIMITED

By: /s/ Robert A, Michael

Name: Robert A, Michael

Title: Director

ALLERGAN INC.

By: /s/ Robert A, Michael

Name: Robert A, Michael

Title: Director

ALLERGAN PHARMACEUTICALS IRELAND

By: /s/ Donnan Hurst

Name: Donnan Hurst

Title: Director

MEDYTOX, INC.

By: /s/ Hyun Ho Jung

Name: Hyun Ho Jung

Title: CEO & President

EVOLUS, INC.

By: /s/ David Moatazedi

Name: David Moatazedi

Title: President and Chief Executive Officer

Signature Page for Settlement and License Agreement

EXHIBIT A

[***]

SETTLEMENT AND LICENSE AGREEMENT

This Settlement and License Agreement (“Agreement”) made and entered into as of February 18, 2021 (the “Effective Date”), by and between, on the one hand Medytox, Inc. (“Medytox”) a company duly organized and existing under the laws of South Korea, having its principal office at 78 Gangni 1-gil Ochang-up Cheongwon-gu Cheongju-si North Chungcheong 28126, Republic of South Korea, and, on the other hand, Evolus, Inc., (“Evolus”) a company duly organized and existing under the laws of Delaware, having its principal office at 520 Newport Center Drive, Suite 1200, Newport Beach, CA 90660 (each individually a “Party,” and collectively the “Parties”).

WHEREAS, Allergan, Inc. and Allergan Limited (collectively, “Allergan”) and Medytox are co-complainants in the case captioned Certain Botulinum Toxin Products, Processes for Manufacturing or Relating to Same and Certain Products Containing Same; Inv. No. 337-TA-1145, before the United States International Trade Commission (“ITC”) alleging violations by Daewoong Pharmaceuticals Co., Ltd. (“Daewoong”) and Evolus of Section 337 of the Tariff Act of 1930 based upon the importation into the United States, the sale for importation, and the sale within the United States after importation of certain botulinum toxin products, processes for manufacturing or relating to same and certain products containing same by reason of misappropriation of trade secrets, the threat or effect of which is to destroy or substantially injure a domestic industry in the United States (the “ITC Action”).

WHEREAS, Medytox is the holder and/or controls the use of a strain of C. botulinum and certain trade secrets regarding the manufacture of botulinum toxin.

WHEREAS, Evolus is the holder of marketing approvals from various governmental authorities for prabotulinumtoxinA, a botulinum toxin product that is manufactured by Daewoong Pharmaceutical Co., Ltd., (“Daewoong”) in Korea.

WHEREAS, Evolus and Daewoong are parties to a License & Supply Agreement, entered September 30, 2013 (the “Evolus-Daewoong Supply Agreement”), as amended by certain amendments dated February 26, 2014, and July 15, 2014 (the “Amendments to Evolus-Daewoong Supply Agreement”),

Pharmaceuticals Co., Ltd., Case No. 30-2017-00924912-CU-IP-CJC, in the Superior Court of California, Orange County, alleging violations of California Bus. and Prof. Code § 17200, et seq., violations of California Uniform Trade Secret Act, Cal. Civ. Code § 3426, conversion based on alleged theft of Medytox’s C. botulinum strain, intentional interference with prospective economic relations, unjust enrichment, and breach of contract (the “California Action”).

WHEREAS, Evolus, Medytox, and Allergan have agreed to enter into that certain Settlement and License Agreement, dated as of February 18, 2021, wherein Medytox and Allergan granted Evolus a Commercialization License and a Manufacturing License in the United States (“US Settlement and License Agreement”).

WHEREAS, Allergan and Medytox have agreed [***].

It is expressly understood by the Parties hereto that this Agreement is dependent and conditioned upon the execution of the US Settlement and License Agreement and

that in the event that said US Settlement and License Agreement is not executed, the Parties will incur no responsibilities, obligations or liabilities under this Agreement.

1.Definitions.

For purposes of this Agreement, the following words and expressions shall, unless context otherwise requires, have the following meanings:

1.1.“Accounting Standards” mean the U.S. Generally Accepted Accounting Principles (“GAAP”).

1.2.“Actions” mean the ITC Action, the California Action, and the Korean Actions.

1.3.“Affiliate(s)” with respect to any Party means any individual, corporation, association, or other business entity (collectively, “Person”) that directly or indirectly controls, is controlled by, or is under common control with the Party in question. As used in this definition of “Affiliate,” the term “control” shall mean the direct or indirect ownership of fifty percent (50%) or more of the securities or other ownership interests representing the equity, the voting stock or general partnership interest. Notwithstanding the terms of this definition, Alphaeon Corporation, Alphaeon 1 LLC, Aeon Biopharma Inc., Strathspey Crown Holdings Group LLC, and Daewoong are not Affiliates of Evolus and do not obtain any licensing rights or releases pursuant to this Agreement.

1.4.“Business Day” means 9:00 am to 5:00 pm Eastern Time on a day other than a Saturday, Sunday, federal, or bank holiday in the United States.

1.5.“Commercialization” means the activities, either by itself or through its sub-licensees, agents, resellers, distributors, suppliers, partners, co-promoters, or similar associates, of using, supplying, exporting to territories for which Evolus has rights to market and/or sell Licensed Product, pricing, promoting, distributing, selling, offering to sell, disposing, offering to dispose, or keeping of any Licensed Product in the Territory and, after the Initial Royalty Period, in the Renewal Territory. “Commercialize” has a correlative meaning.

1.6.“Confidential Information” means all non-public materials, information and data concerning the disclosing party and its operations that is disclosed by the disclosing party to the receiving party pursuant to this Agreement, orally or in written, electronic or tangible form, or otherwise obtained by the receiving party through observation or examination of the disclosing party’s operations. Confidential Information includes, but is not limited to, information about the disclosing party’s financial condition

and projections; business, marketing or strategic plans; sales information; customer lists; price lists; databases; trade secrets; product prototypes and designs; techniques, formulae, algorithms and other non-public process information. Confidential Information includes such information disclosed during the Actions. Notwithstanding the foregoing, Confidential Information of a party shall not include that portion of such materials, information and data that, and only to the extent that, the recipient can establish by written documentation: (a) is known to the recipient as evidenced by its written records before receipt thereof from the disclosing party, (b) is disclosed to the recipient free of confidentiality obligations by a Third Party who has the right to make such disclosure without obligations of confidentiality, (c) is or becomes part of the public domain through no fault of the recipient, or (d) the recipient can reasonably establish is independently developed by persons on behalf of recipient without the use of the information disclosed by the disclosing party. Notwithstanding anything else in this definition, any information that has been maintained under seal in the ITC Action is Confidential Information, including, but not limited to information relating to Medytox’s botulinum toxin manufacturing process.

1.7.“Daewoong” means Daewoong Pharmaceutical Co., Ltd., and all of its present and future Affiliates.

1.8.“Government Authority” means any federal, state, national, supranational, local, or other government, whether domestic or foreign, including any subdivision, department, agency, instrumentality, authority (including any regulatory or administrative authority), body, commission, board, or bureau thereof, or any court, tribunal, or arbitrator.

1.9.“Initial Reporting Period” means a calendar quarter (or three month period), except the first Initial Reporting Period shall begin on December 16, 2020, and the last Initial Reporting Period shall begin on June 16, 2022 and end on September 16, 2022.

1.10.“Initial Royalty” means [***] of Net Sales in the Territory.

1.11.“Initial Royalty Period” means the period starting on December 16, 2020 and ending on September 16, 2022.

1.12.“Licensed Product” means any botulinum neurotoxin products manufactured by Daewoong or its Affiliates, or any successor to Daewoong or its Affiliates, with the generic name prabotulinumtoxinA for any of Evolus’s products made according to a process that is or will be approved by, and whose sale and/or marketing is or will be approved by a Government Authority in the Territory and, after the Initial Royalty Period, in the Renewal Territory. Licensed Product includes, but is not limited to, the prabotulinumtoxinA product that is the subject of BLA No. 761085, that is marketed as Jeuveau® in the United States, and that is marketed or planned to be marketed as Nuceiva™, or such other brand names as Evolus shall utilize, in the Territory and, after the Initial Royalty Period, in the Renewal Territory. For the

avoidance of doubt, the product known as MT10109L, for which Allergan holds a license from Medytox, shall not under any circumstance become a Licensed Product under this Agreement.

1.13.“Licensed Rights” mean Medytox’s strain of C. botulinum and trade secrets regarding the manufacture of botulinum toxin that were, could have been, or will be alleged in the California Action, ITC Action, and/or Korean Actions to have been misappropriated.

1.14.“Manufacturing” means all activities, either by itself or through its suppliers, agents, Affiliates, manufacturers, related to the manufacturing, production or making of the Licensed Product, or any component thereof, for Commercialization or use in the Territory and, after the Initial Royalty Period, in the Renewal Territory, including, but not limited to test method development and stability testing, formulation, process development, manufacturing scale-up, manufacturing any Licensed Product in bulk or finished form for development, manufacturing the drug substance for any Licensed Product, manufacturing the drug product for any Licensed Product, manufacturing a finished Licensed Product for Commercialization, packaging, in-process and finished Licensed Product testing, release of a Licensed Product or any component or ingredient thereof, quality assurance activities related to manufacturing and release of a Licensed Product, regulatory activities related to any of the foregoing and any shipping, export and distribution to and within the Territory of such Licensed Products and importation of such Licensed Products into the Territory and, after the Initial Royalty Period, in the Renewal Territory. “Manufacture” has a correlative meaning.

1.15.“Marketing Authorization” means an approval or authorization from the appropriate Government Authority in the Territory (including the BLA and all licenses, registrations, and pricing or reimbursement approvals) as required to permit Commercialization in and for the Territory and, after the Initial Royalty Period, in the Renewal Territory (including clinical testing, manufacture, distribution, or use of such Licensed Product).

1.16.“Net Sales” means the net sales of Licensed Product sold by Evolus or any of its Affiliates to Third Parties, as determined in accordance with the Accounting Standards, including requirements for revenue recognition, and does not include any downstream sales, including any sales by Evolus’s customers to consumers.

1.1.“Regulatory Materials” means regulatory applications, submissions, notifications, communications, correspondence, registrations, common technical documents, technical documents, Marketing Authorizations or other filings made to, received from or otherwise conducted with a Government Authority in order to Commercialize the Licensed Product in the Territory and, after the Initial Royalty Period, in the Renewal Territory.

1.2.“Release Date” means the date on which all Initial License Payments under Section 4 of this Agreement have been made and all License Payments under

Section 5 of the US Settlement Agreement have been made, provided that (a) no party has exercised its right to terminate this Agreement or the US Settlement Agreement and (b) this Agreement and the US Settlement Agreement are assumed pursuant to a court order in the event Evolus enters into bankruptcy proceedings.

1.3.“Renewal Reporting Period” means a calendar quarter (or three month period), except the first Renewal Reporting Period shall begin on September 17, 2022 and end on December 31, 2022, and the last Renewal Reporting Period shall begin on July 1, 2032 and end on September 16, 2032.

1.4.“Renewal Royalty” means [***] of Net Sales in the Renewal Territory.

1.5.“Renewal Royalty Period” means the period starting on September 17, 2022 and ending on September 16, 2032.

1.6.“Renewal Territory” means the Territory and the United States and its territories and possessions.

1.7. “Sales and Royalty Report” means a written report or reports showing each of (1) the Net Sales for any Licensed Product in the Territory during the Reporting Period and Net Sales for any Licensed Product in the Renewal Territory during the Renewal Reporting Period, by Evolus and its Affiliates and Sublicensees, and (2) the Royalties payable in U.S. Dollars which shall have accrued hereunder with respect to such Net Sales. For the avoidance of doubt, the Sales and Royalty Report shall be considered Confidential Information under this Agreement and shall be limited to those employees of Medytox that have a need to know such information for purposes of accounting for the Initial Royalty and the Renewal Royalty, and shall not be utilized for Medytox’s pricing strategy, sales, marketing, or other commercial activities.

1.8.“Territory” shall mean Canada, the European Union, Switzerland, member countries and cooperating countries of the European Economic Area, Russia, the Commonwealth of Independent States, South Africa, Australia and Japan.

1.9.“Third Party” means any person or entity other than Allergan, Medytox, Evolus, or their Affiliates.

2.Mutual Releases.

2.1.The Parties agree that this Agreement is in full and final settlement of all and any claims or cause of action, directly or indirectly, that Medytox and their respective Affiliates, on the one hand, and Evolus and their respective Affiliates on the other hand, have against the other relating to the Licensed Rights in the Territory and in the Renewal Territory, including relating to the Korean Actions and to any actions against Dr. B.K. Lee, including Medytox’s complaints against Dr. Lee in the Indiana Commercial Court captioned Medytox Inc. v. Byung Kook Lee, Cause No. 49D13-1805-PL-017584, and in the Marion County Commercial Court, captioned Medytox, Inc. v. Byung Kook Lee,

49D01-1805-PL-017584, (Marion County Commercial Court Oct. 4, 2018) (the “Lee Actions”), and including without limitation any claims for damages, interest, or costs. To the extent necessary, within five (5) Business Days of the Effective Date, Medytox shall file, or cause to be filed, an appropriate document (except in the event of termination of this Agreement pursuant to Sections 9.2 or 9.3 or the occurrence of the circumstances described in Section 13.6) in the Korean Actions that Medytox is not seeking and that, to the extent it is within Medytox’s control, the Korean Actions shall not adversely affect any rights granted under the Initial License pursuant to Section 3 or the Renewal License pursuant to Section 5, including the right to Manufacture, have Manufactured, Commercialize, and obtain or maintain Marketing Authorization and any Regulatory Materials related to the Licensed Product in the Territory during the Royalty Period, and thereafter in the Renewal Territory during the Renewal License Period pursuant to Section 5. Medytox further agrees that it will be legally bound by the submitted document, and it will not revoke the filing of such document or the relief requested therein. For the avoidance of doubt, and as stated in Sections 3.2 and 5.1, the Initial Licenses and Renewal License shall be operable, as prescribed in this Agreement, notwithstanding any potential remedies issued in the Korean Actions.

2.2.Effective as of the Release Date, and subject to Section 13.6, Medytox, on behalf of itself, each of its Affiliates and each of its respective officers, directors, shareholders, members, agents, and representatives, hereby irrevocably and unconditionally releases, acquits and forever discharges Evolus and all current, former, and future Affiliates, subsidiaries, members, managers, directors, officers, shareholders, employees, predecessors, successors, and agents, and its customers, agents, attorneys, licensors, distributors, resellers, purchasers, donees, vendors, or vendees (collectively, the “Evolus Releasees”) from all past and present actions, causes of action, claims for relief or demands in law or in equity, and from any claims for or allegations of liability, debts, contracts, promises, obligations, damages, attorneys’ fees, costs, interest, or expenses, whether fixed or contingent, asserted or unasserted, that Medytox now has against any of the Evolus Releasees, for, upon, or by reason of any act, omission, representation, or any other matter or cause, respecting the Commercialization or Manufacturing of Licensed Products and the Licensed Rights in the Territory during the Initial Royalty Period and in the Renewal Territory during the Renewal License Period, and all causes of action that were, could have been, or will be asserted in the Actions. Nothing contained in this Section 2.2 will release the Evolus Releasees from any claim based upon any material misrepresentations made in this Agreement unless cured within sixty (60) days of receiving written notice thereof from Medytox, or material breach of any material provision of this Agreement that is incapable of remedy, or if capable of remedy is not remedied to the reasonable satisfaction of Medytox within sixty (60) days of service of written notice by Medytox. Medytox agrees that Evolus can, without interference from Medytox, Manufacture, have Manufactured, Commercialize, and obtain or maintain Marketing Authorization and any Regulatory Materials related to the Licensed Product in the Territory during the Initial Royalty Period, and thereafter in the Renewal Territory during the Renewal License Period pursuant to Section 5.

2.3.Effective as of the Release Date, Evolus, on behalf of itself, each of its Affiliates and each of its respective officers, directors, shareholders, members, agents, and representatives, hereby irrevocably and unconditionally releases, acquits and forever discharges Medytox, and its current, former, and future Affiliates, subsidiaries, members, managers, directors, officers, shareholders, employees, predecessors, successors, and agents, and its customers, agents, attorneys, licensors, distributors, resellers, purchasers, donees, vendors, or vendees (collectively, the “Medytox Releasees”) from all past and present actions, causes of action, claims for relief or demands in law or in equity, and from any claims for or allegations of liability, debts, contracts, promises, obligations, damages, attorneys’ fees, costs, interest, or expenses, whether fixed or contingent, asserted or unasserted, that Evolus has against any of the Medytox Releasees, for, upon, or by reason of any act, omission, representation, or any other matter or cause, respecting the Licensed Rights as they pertain to the Commercialization or Manufacturing of Licensed Products or component(s) thereof, and all causes of action that were, could have been, or will be asserted in the Actions. Nothing contained in this Section 2.3 will release the Medytox Releasees from any claim based upon any material misrepresentations made in this Agreement unless cured within sixty (60) days of receiving written notice thereof from Evolus, or material breach of any material provision of this Agreement that is incapable of remedy, or if capable of remedy is not remedied to the reasonable satisfaction of Evolus within sixty (60) days of service of written notice by Evolus.

2.4.Effective as of the Effective Date, Evolus hereby releases, indemnifies, and holds Medytox harmless from any and all product liability claims, actions, losses, damages, and liabilities resulting from or arising out of the use or sale of Licensed Products under this Agreement.

2.5.For the avoidance of doubt, all releases under this Section 2 do not release either Party and/or their Affiliates from their contractual obligations under this Agreement and are without prejudice to the Parties’ rights to raise claims, defend claims, and seek remedies for breach of this Agreement.

2.6.For the avoidance of doubt, Alphaeon Corporation, Alphaeon 1 LLC, Aeon Biopharma Inc., and Strathspey Crown Holdings Group LLC are not Affiliates of Evolus and do not obtain any releases pursuant to this Agreement, including the releases contained in this Section 2.

2.7.Unknown Claims/California Civil Code Section 1542 Waiver: The Parties each expressly assume the risk that by entering into this Agreement and the releases contained herein, each will forever waive claims, causes of action, and damages that may exist before the Effective Date of this Agreement, but which it does not know of, or suspect to exist, and which, if known, would have materially affected the Party’s decision to enter into this Agreement. In that regard, the Parties acknowledge that they have been informed by their counsel of the provisions of Section 1542 of the Civil Code of the State of California, and expressly waive and relinquish all rights and benefits which they might have had under that section which reads as follows:

3.Initial License.

3.1.Commercialization License. During the Initial Royalty Period, Medytox hereby grants Evolus and its Affiliates a non-exclusive, royalty-bearing, irrevocable (except pursuant to Sections 9.2 or 9.3 or the occurrence of the circumstances described in Section 13.6) right and license to the Licensed Rights to Commercialize and obtain or maintain the Marketing Authorization and all Regulatory Materials related to any Licensed Product in the Territory (the “Commercialization License”).

3.2.Manufacturing License. During the Initial Royalty Period, Medytox hereby grants Evolus and its Affiliates a non-exclusive, royalty-bearing, irrevocable (except pursuant to Sections 9.2 or 9.3 or the occurrence of the circumstances described in Section 13.6) right and license to the Licensed Rights to Manufacture or have Manufactured Licensed Product (including by non-Affiliates of Evolus, and specifically including Daewoong or its Affiliates, or any successor to Daewoong or its Affiliates) for the Territory, including to Manufacture and have Manufactured Licensed Product outside the Territory so long as such Licensed Product is or will be Commercialized, used to obtain or maintain Marketing Authorization and all Regulatory Materials related to any Licensed Product in the Territory (the “Manufacturing License” and collectively with the Commercialization License, the “Initial Licenses”). For the avoidance of doubt, the Initial Licenses shall be operable during the Royalty Period notwithstanding any potential remedies issued in the Korean Actions.

3.3.Evolus and its Affiliates shall have the right to grant written sublicenses of the Commercialization License granted under Section 3.1 and/or the Manufacturing License granted under Section 3.2 to non-Affiliate entities (individually, “Sublicensee” and collectively, “Sublicensees”), with prior approval from Medytox, which shall not be unreasonably withheld. For the avoidance of doubt, Medytox expressly approves Clarion Medical Technologies and its Affiliates, which has contracted with Evolus to help Commercialize Licensed Product in certain Territories, as Evolus’s Sublicensee of the Initial License pursuant to this Section 3.3. If Evolus grants such a sublicense, Evolus shall ensure that all of the applicable terms and conditions of this Agreement shall apply to the Sublicensee to the same extent that they apply to Evolus for all purposes. For the avoidance of doubt, Sublicensee does not include any Third-Party through which Evolus

or its Affiliates utilize the Commercialization License or Manufacturing License pursuant to Section 3.1 and 3.2 respectively.

3.4.For the avoidance of doubt Alphaeon Corporation, Alphaeon 1 LLC, Aeon Biopharma Inc., and Strathspey Crown Holdings Group LLC are not Affiliates of Evolus and do not obtain any licensing rights under this Agreement, including those described in this Section 3.

4.License Payments.

4.1.In consideration for the grant of the Initial Licenses described in Section 3, Evolus shall provide Medytox the following consideration set forth in Sections 4.1.1 and 4.1.2 (the “Initial License Payments”):

4.1.1.Issuance of Equity. Evolus shall issue 6,762,652 shares of Common Stock (the “Issued Shares”) to Medytox pursuant to the terms of the Share Issuance Agreement attached hereto as Exhibit A.

4.1.2.Royalties. During the Initial Royalty Period, Evolus will be obligated to pay the Initial Royalty to Medytox. Such Initial Royalty payments will be made for a given Initial Reporting Period within seventy-five (75) days of the end of each calendar quarter containing the applicable Initial Reporting Period; provided that, for Net Sales in the Territory made during the Initial Reporting Period from [***] through [***], the Initial Royalty shall be payable at the same time as the Initial Royalty payable for the Reporting Period from [***] to [***]. Each Royalty payment shall be accompanied by a Sales and Royalty Report sent to Medytox at the E-mail address set forth in Section 13.4. For the avoidance of doubt, the Sales and Royalty Report shall be considered Confidential Information under this Agreement and shall be limited to those employees of Medytox that have a need to know such information for purposes of accounting for the Initial Royalty and shall not be utilized for Medytox’s pricing strategy, sales, marketing, or other commercial activities.

4.2.Payments due under this Section will remitted in accordance with instructions to be provided by Medytox.

4.3.To the extent that there are any deductions to Net Sales for an Initial Reporting Period that occur after the Initial Royalty payment for that Initial Reporting Period has been made, such deductions shall be accounted for as a credit against any Initial Royalty payment payable in a subsequent Initial Reporting Period. Any such credit shall be set forth on the Sales and Royalty Report for the Reporting Period in which the credit is accounted for.

4.4.For the avoidance of doubt, only one Royalty Payment under Section 4.1 is due for any Licensed Product, whether manufactured or sold by Evolus, their Affiliates, sublicensees, agents, resellers, distributors, suppliers, partners, co-promoters, or similar associates for Commercialization.

4.5.For the avoidance of doubt, Evolus shall be required to continue making the Initial License Payments regardless of the status or expiration of the Licensed Rights. In the event of termination, as set forth in Sections 9.1, 9.2, or 9.3, Evolus shall still be required to make any Royalty payments accrued through the effective date of such termination on the schedule set forth in Section 4.1.2 and Medytox shall still be required to make any reimbursements for any deductions to Net Sales that occur after Evolus has made its last Royalty payment on the schedule set forth in Section6.2.

5.Renewal License.

5.1.Immediately following the Initial Royalty Period and with no gap or interruption with respect to any license or rights, the Commercialization License granted in Section 3.1, above, and the Manufacturing License granted in Section 3.2, above, shall each become fully paid up and irrevocable, except in the event of termination of this Agreement pursuant to Sections 9.2 or 9.3 or the occurrence of the circumstances described in Section 13.6 (the “Renewal License Period”), and shall be extended from the Territory to the Renewal Territory (together, the “Renewal License”). For the avoidance of doubt, the Renewal License shall be operable notwithstanding any potential remedies issued in the ITC Action, the California Action, or the Korean Actions.

5.2.Evolus and its Affiliates shall have the right to grant written sublicenses of the Renewal License granted under Section 5.1 to non-Affiliate entities (also individually, “Sublicensee” and collectively, “Sublicensees”), with prior approval from Medytox, which shall not be unreasonably withheld. For the avoidance of doubt, Medytox expressly approves Clarion Medical Technologies and its Affiliates, which has contracted with Evolus to help Commercialize Licensed Product in certain Territories, as Evolus’s Sublicensee of the Renewal License pursuant to this Section 5.2. If Evolus grants such a sublicense, Evolus shall ensure that all of the applicable terms and conditions of this Agreement shall apply to the Sublicensee to the same extent that they apply to Evolus for all purposes. For the avoidance of doubt, Sublicensee does not include any Third-Party through which Evolus or its Affiliates utilize the Renewal License pursuant to Section 5.1.

5.3.For the avoidance of doubt, Alphaeon Corporation, Alphaeon 1 LLC, Aeon Biopharma Inc., and Strathspey Crown Holdings Group LLC are not Affiliates of Evolus and do not obtain any licensing rights under this Agreement, including those described in this Section 5.

6.Renewal License Payments.

6.1.In consideration for the grant of the Renewal License described in Section 5, Evolus shall provide Medytox the following consideration set forth in Section 6.1.1 (the “Renewal License Payment”):

6.1.1.Renewal Royalties: Beginning on September 17, 2022, Evolus will be obligated to pay the Renewal Royalty for the Renewal Royalty Period. Such Renewal Royalty payments will be made for a given Renewal Reporting Period within seventy-five (75) days of the end of each calendar quarter containing the applicable Renewal Reporting Period. Each Renewal Royalty payment shall be accompanied by a Sales and Royalty Report sent to Medytox at the E-mail address set forth in Section 13.4. For the avoidance of doubt, the Sales and Royalty Report shall be considered Confidential Information under this Agreement and shall be limited to those employees of Medytox that have a need to know such information for purposes of accounting for the Renewal Royalty and shall not be utilized for Medytox’s pricing strategy, sales, marketing, or other commercial activities

6.2.To the extent that there are any deductions to Net Sales for a Renewal Reporting Period that occur after the Renewal Royalty payment for that Renewal Reporting Period has been made, such deductions shall be accounted for as a credit against any Renewal Royalty payment payable in a subsequent Renewal Reporting Period. Any such credit shall be set forth on the Sales and Royalty Report for the Renewal Reporting Period in which the credit is accounted for. To the extent that there are any deductions to Net Sales that occur after Evolus has made its last Renewal Royalty Payment, or, in the event of termination pursuant to Sections 9.1, 9.2, or 9.3 during the Initial Royalty Period, its last Initial Royalty Payment, Medytox shall reimburse Evolus for such deduction within twenty (20) Business Days after Evolus notifies Medytox of such deduction, provided such notice is made within sixty (60) days of the end of the calendar Initial Royalty Period or Renewal Royalty Period, as applicable.

6.3.For the avoidance of doubt, only one Renewal Royalty Payment under Section 6.1.1 is due for any Licensed Product, whether manufactured or sold by Evolus, its Affiliates, sublicensees, agents, resellers, distributors, suppliers, partners, co-promoters, or similar associates for Commercialization.

6.4.For the avoidance of doubt, Evolus shall be required to continue making the Renewal License Payments regardless of the status or expiration of the Licensed Rights. In the event of termination, as set forth in Sections 9.1, 9.2, or 9.3, Evolus shall still be required to make any Renewal Royalty Payments accrued through the effective date of such termination on the schedule set forth in Section 6.1.1 and Medytox shall still be required to make any reimbursements for any deductions to Net Sales that occur after

Evolus has made its last Renewal Royalty Payment on the schedule set forth in Section 6.2.

7.Records and Audits.

7.1.Evolus shall keep complete, true, and accurate books and records in accordance with the Accounting Standards in relation to this Agreement, including in relation to Net Sales of Licensed Products, Initial Royalties, and Renewal Royalties. Evolus will keep such books and records for at least three (3) years following the calendar year to which they pertain.

7.2.Audit Rights. On an annual basis, Medytox may, upon written request and at its own expense, cause an internationally recognized independent accounting firm (“Auditor”), which is reasonably acceptable to Evolus, to inspect the relevant records of Evolus to verify the Initial Royalties and Renewal Royalties payable by Evolus and the related reports, statements, and books of accounts, within the three (3) years prior to the year in which such audit is conducted, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to Evolus by which the Auditor agrees to keep confidential all information reviewed during the audit. Medytox may designate one external law firm who, upon execution of the same undertaking to Evolus required of the Auditor, may review the Auditor’s work and the information on which it is based. The Auditor shall have the right to disclose to Medytox only its conclusions regarding any payments owed under this Agreement.

7.3.Evolus shall make its records available for inspection by the Auditor during Evolus’s regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from Medytox and/or the Auditor. The records shall be reviewed solely to verify the accuracy of Evolus’s Initial Royalty payments and Renewal Royalty payments, and compliance with this Agreement. Such inspection right shall not be exercised more than once in any calendar year and not more frequently than once with respect to records covering any specific period of time, unless a prior inspection has revealed any underpayment by Evolus. Medytox agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any law, regulation, or judicial order.

7.4.The Auditor shall provide its audit report and the basis for any determination to Evolus at the time such report is provided to Medytox before it is considered final.

7.5.In the event that the final result of the inspection reveals an undisputed underpayment or overpayment by Evolus, the underpaid or overpaid amount shall be settled promptly.

7.6.Medytox shall pay for such inspections, as well as its expenses associated with enforcing its rights with respect to payments hereunder. If an underpayment of more

than seven point five percent (7.5%) of the total payments due for the applicable audit period is discovered, the reasonable fees and expenses charged by the Auditor shall be paid by Evolus.

8.Information Rights/Quarterly Business Meetings

8.1.Information Rights. So long as Medytox owns [***] or more of the issued and outstanding Common Stock of Evolus, on a fully diluted basis, Evolus will furnish to Medytox:

8.1.1.as soon as available, but not less than one hundred twenty (120) days after the end of each fiscal year, a balance sheet of Evolus, as at the end of such fiscal year, and a statement of income and a statement of cash flows of Evolus, for such year, all prepared in accordance with the Accounting Standards consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants selected by Evolus’s Board of Directors;

8.1.2.as soon as available, but not less than forty-five (45) days after the end of each of the first, second and third quarterly accounting periods in each fiscal year of Evolus, a balance sheet of Evolus as of the end of each such quarterly period, and a statement of income and a statement of cash flows of Evolus for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made;

8.2.Quarterly Business Reviews . Once per fiscal quarter, Medytox may request a business review of Evolus attended by the Chief Executive Officer of Evolus and such other business leaders as selected by Medytox that are reasonably available on such date for one full business day (the “Quarterly Business Review”). The purpose of the Quarterly Business Review shall be for Medytox to review and discuss topics, subject to any attorney-client or work product privilege limitations, including sales results, marketing activities, research and development activities, regulatory status, promotional plans, business development activities and such other matters reasonably requested by Medytox. Each Party shall bear the expense of participation of its respective employees in the Quarterly Business Review meetings. Information presented or discussed at Quarterly Business Reviews shall be considered Confidential Information.

9.Term and Termination.

9.1.This Agreement begins on the Effective Date and shall continue in full force and effect until the end of the Renewal License Period and be irrevocable, except pursuant to Sections 9.2 or 9.3 provided herein or the occurrence of circumstances described in Section 13.6. Notwithstanding the foregoing, the payment obligations,

including without limitation the payment obligations under Section 4 and Section 6, including any credit for any deductions, for Net Sales prior to termination, and the audit rights provided in Section 7 that are necessary to audit the records relevant to those obligations, will survive termination of this Agreement.

9.2.Termination for Challenge. If Evolus or any of its Affiliates or Sublicensees challenges before a court, tribunal, or government agency the validity, enforceability, scope, or protected status of any of the Licensed Rights, including but not limited to the trade secret status of any trade secret included within the scope of this Agreement, then Medytox may terminate this Agreement after fifteen (15) Business Days of service of written notice to Evolus.

9.3.Termination for Cause. Any Party may terminate the Agreement with immediate effect by written notice to the other Party in the event that the other Party commits a material breach of any material provision of this Agreement that is incapable of remedy, or if capable of remedy is not remedied to the reasonable satisfaction of the non-breaching Party within sixty (60) days of service of written notice by the non-breaching Party.

9.4.Any right to terminate this Agreement or to cancel rights and obligations hereunder is in addition to and without prejudice to any other rights or remedies any Party may be entitled to under this Agreement, at law or otherwise. On termination or expiry of this Agreement, any rights or remedies either Party may have arising from any breach of this Agreement shall continue to be enforceable.

9.5.In the event of this Agreement being terminated, the confidentiality provisions of Section 12, the arbitration provisions of Section 13.7, and any other terms of this Agreement as may be necessary for interpretative purposes, shall survive such termination or expiry.

10.Representations and Warranties. Each Party is entering into this Agreement in reliance of the following representations and warranties of the other Parties, all of which are acknowledged to be material, and which include the following:

10.1.The execution, delivery, and performance of the obligations under this Agreement are within its power, and have been duly authorized by all necessary corporate or business action, do not contravene any law or any contractual provision binding on it, and do not require any consent or approval of any person or government authority except as set forth herein or such consents and approvals as have been obtained and are in full force and effect.

10.2.This Agreement constitutes the Party’s legal, valid, and binding obligation and is enforceable in accordance with its terms.

10.3.As of the Effective Date, Medytox represents and warrants that it has the exclusive right and power to grant the Initial Licenses and the Renewal License to the License Rights.

10.4.As of the Effective Date, Medytox represents and warrants that the California Action, the ITC Action, the Korean Actions, and Medytox’s submissions to the U.S. Food and Drug Administration and Health Canada represent the only suits, complaints, grievances, demands, claims, citizen’s petitions, causes of action in, of or before any Governmental Authority to which Medytox is a party, or in which Medytox is directly or indirectly participating, that would (i) adversely affect Evolus’s right to make, have made, Commercialize, or obtain or maintain Marketing Authorization and any Regulatory Materials for the Licensed Products in the Territory and in the Renewal Territory, (ii) stop Evolus’s right to Manufacture or have Manufactured the Licensed Products, or any of its components, for Commercialization, or (iii) adversely affect Evolus’s ability to maintain the Marketing Authorization or any Regulatory Materials related to the Licensed Products in the Territory and in the Renewal Territory. Medytox further represents and warrants that the Lee Actions do not directly or indirectly (i) adversely affect Evolus’s right to make, have made, Commercialize, or obtain or maintain Marketing Authorization and any Regulatory Materials for the Licensed Products in the Territory and in the Renewal Territory, (ii) stop Evolus’s right to Manufacture or have Manufactured the Licensed Products, or any of its components, for Commercialization, or (iii) adversely affect Evolus’s ability to maintain the Marketing Authorization or any Regulatory Materials related to the Licensed Products in the Territory and in the Renewal Territory.

10.5.Evolus warrants, as to the Initial License Payments and the Renewal License Payments, that at the time of any such payment that Evolus will make or cause to be made pursuant to Section 4 or Section 6 of this Agreement, Evolus will not be insolvent, nor will the Initial License Payments or Renewal License Payments required to be made render Evolus insolvent, within the meaning of and/or for the purposes of the United States Bankruptcy Code, including §§ 101 and 547 thereof.

10.6.Evolus represents and warrants that, as of the Effective Date, Evolus and Daewoong are not a party to any agreements other than (a) the Evolus-Daewoong Supply Agreement (b) the Amendments to Evolus-Daewoong Supply Agreement, (c) that certain Convertible Promissory Note Purchase Agreement, dated as of July 6, 2020 by and among Evolus and Daewoong and (d) Convertible Promissory Note, dated July 30, 2020 and issued by Evolus to Daewoong. Except as disclosed in the prior sentence, as of the Effective Date, there are no agreements between Evolus and Daewoong whereby Daewoong or an Affiliate of Daewoong could acquire, directly or indirectly, equity in Evolus.

10.7.CFIUS Representation. Evolus does not: produce, design, test, manufacture, fabricate, or develop one or more “critical technologies,” as that term is

defined in the Defense Production Act of 1950, as amended, including all implementing regulations thereof.

10.8.Each Party hereto represents and warrants to the other Party that, as of the Effective Date, the warranting Party is not subject to any judgment, order, injunction, decree, or award of any court, administrative agency, or governmental body that would or might interfere with its performance of any of its obligations hereunder.

10.9.Each Party warrants that it will not form any new or use any existing entity, or assign its rights and obligations under this Agreement or its other assets to another entity, to avoid compliance with any of the provisions of this Agreement

10.10.Each of the Parties agrees that this Agreement is a compromise of the Parties’ claims and defenses in the disputed California Action and ITC Action, and is intended to be, a full and complete settlement, discharge and release of those Actions and related claims as to the Parties, subject to Section 13.6. None of the Parties admits to or concedes any liability or wrongdoing whatsoever, and this Agreement is not, and shall not be described or characterized by any Party, or by its directors, executives, employees, agents or other representatives, as an admission by any Party or their Affiliates of any liability or wrongdoing.

10.11.The existence of this Settlement Agreement, its provisions and terms shall not be interpreted, construed, deemed, invoked, offered or received in evidence or otherwise used by any person in this or any other action or proceeding, civil, criminal or administrative, except in a proceeding to enforce the terms or conditions of the Agreement. The existence of this Agreement, its provisions and terms are not, and shall not be argued by any person to be or to be deemed to be evidence of, a concession or admission of, nor to create a presumption of any fault, liability or wrongdoing as to any facts or claims alleged or asserted in the California Action or ITC Action or any other action or proceeding.

10.12.Each of the Parties agrees to take all action necessary to carry out the intentions of the Parties as expressed in this Agreement.

10.13.Covenant Not to Sue. Medytox on behalf of itself, and each of its Affiliates and each of their respective officers, directors, shareholders, members, agents, and representatives, each covenant not to, directly or indirectly, alone or by, with or through others, cause, induce, allow to continue or authorize or voluntarily assist, participate, or cooperate in the commencement, maintenance, or prosecution of any action, proceeding, petition, or investigation alleging misappropriation of the Licensed Rights or any cause of action asserted or that could have been asserted in any of the Actions, which would adversely affect Evolus’s right to Commercialize the Licensed Products in the Territory, to obtain or maintain Marketing Authorization and any Regulatory Materials for the Licensed Products in the Territory, or to Manufacture or have Manufactured the Licensed Products, or any component thereof, for Commercialization or use in the Territory during the Initial Royalty Period, and, in the

Renewal Territory during the Renewal License Period, except that the foregoing shall not apply in the event (i) Evolus commits a material breach of any material provision of this Agreement that is incapable of remedy, or if capable of remedy is not remedied to the reasonable satisfaction of Medytox within sixty (60) days of service of written notice by Medytox or (ii) the occurrence of the circumstances described in Section 13.6.

10.14.No Other Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, (A) NO REPRESENTATION, CONDITION OR WARRANTY WHATSOEVER IS MADE OR GIVEN BY OR ON BEHALF OF EITHER PARTY; AND (B) ALL OTHER CONDITIONS AND WARRANTIES WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE ARE HEREBY EXPRESSLY EXCLUDED, INCLUDING ANY CONDITIONS AND WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11.Daewoong.

11.1.Nothing in this Agreement creates any right enforceable by Daewoong.

12.Confidentiality.

12.1.Settlement Terms. This Agreement, its Exhibit, and its terms and conditions including all financial terms, and the substance of all negotiations and Confidential Information disclosed by either Party in connection with it, are confidential to the Parties, their Affiliates, and their advisers, who shall not disclose them to, or otherwise communicate them to, any Third Party without the written consent of the other Party, other than:

•to the relevant Party’s auditors, insurers, and lawyers on terms which preserve confidentiality;

•as far as necessary to implement and enforce any of the terms of this Agreement on terms which preserve confidentiality; or

•as otherwise authorized in writing and in advance by all other Parties.

The Parties understand and agree that Evolus shall be required to file the complete Agreement as an exhibit to a Current Report on Form 8-K and future securities filings,

which will be filed with the Securities and Exchange Commission, less those financial terms that Evolus together with its counsel reasonably believes it may obtain confidential treatment for from the Securities and Exchange Commission. Evolus shall notify the other Parties within three (3) Business Days if the Securities and Exchange Commission denies confidential treatment of any part of the Agreement.

Notwithstanding anything to the contrary in this Agreement, the Parties understand and agree that each Party cay disclose the existence and/or terms of this Agreement (a) to comply with its obligations under the law, including, without limitation, the United States Securities Act of 1933, as amended, and the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”); (b) in order to comply with the listing standards, rules, regulations or agreements of any national or international securities exchange, the NASDAQ Global Market or New York Stock Exchange or other similar laws, rules, or regulations of a governmental or regulatory authority; (c) to respond to an inquiry of a government authority or regulatory authority as required by law; (d) to comply with a court order or applicable law, governmental regulations, or investigative requests; or (e) in a judicial, administrative, or arbitration proceeding, if, in the reasonable opinion of the disclosing Party’s counsel is mandated by a subpoena, discovery request, or other compulsory process. In any such event, the Party making such disclosure shall (i) provide the other Parties as much advance notice as reasonably practicable of the required disclosure, (ii) cooperate with the other Parties in any reasonable attempt to prevent or limit the disclosure, including to secure a protective order or confidential treatment of this Agreement or portions thereof, and (iii) limit any disclosure to the specific purpose at issues.

12.2.Confirmation of Settlement. The Parties are entitled to confirm to Third Parties the fact that the California Action and the ITC Action have been resolved on confidential terms, but not the terms of such resolution as set forth in this Agreement, in the form of a statement to be agreed, to the extent such terms have not otherwise been made public in a manner consistent with the terms of this Agreement.

13.General Provisions.

13.1.Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the United States of America, without regard to the principles of conflicts of laws. To the extent any dispute between the Parties regarding this Agreement is not arbitrated pursuant to Section 13.7, the federal and state courts in California shall have jurisdiction over the parties hereto in all matters arising hereunder and the parties hereto agree that the venue with respect to such matters will be [***].

13.2.Headings. Headings are solely for the convenience of the Parties and shall not be deemed to define, construe, characterize, or limit any of the provisions of this Agreement.

13.3.Assignments. This Agreement shall inure to the benefit of, and be binding upon, the successors, legal representatives or assigns of the Parties. For the avoidance of doubt, this Agreement shall survive a change of control of one or more of the Parties and no Party shall gain the right to terminate this Agreement upon the change of control of the other Party.

13.4.Notices. All notices required or permitted by this Agreement shall be in writing and shall be sent by first class mail, postage prepaid, or by delivery by a reputable delivery service such as Federal Express or DHL, addressed as follows, or sent via fax transmission with confirmation of receipt, and additional copy via email as indicated:

Medytox:

[***]

Evolus:

[***]
[***]
[***]
[***]

Any Party may change the address to which notices shall be sent to it by notice in writing to all other Parties.

13.5.Equitable Relief. Each Party acknowledges and agrees that the Parties’ obligations and undertakings pursuant to Section 2 of this Agreement are reasonable and necessary to protect their respective legitimate interests, that the Parties would not have entered into this Agreement in the absence of such provisions, and that a Party’s material breach or threatened breach or failure to comply with Section 2 shall cause the other Party significant and irreparable harm, the amount of which shall be extremely difficult to estimate and ascertain, and for which money damages shall not be adequate. The Parties further acknowledge and agree that they shall have the right to apply to any court of competent jurisdiction for an injunction order restraining any material breach or threatened breach of Section 2 of this Agreement or sales of Licensed Products not consistent with the rights granted under this Agreement and specifically enforcing the terms and provisions of such Section of this Agreement. Each Party agrees that it shall

not challenge any of the foregoing acknowledgements and agreements in this Section 13.5 concerning injunctive relief in any proceeding brought by the other Party.

13.6.Bankruptcy. If a case is commenced in respect of Evolus under Title 11 of the United States Code or similar domestic or foreign law, or if a trustee, receiver, conservator or other fiduciary is appointed under any similar domestic or foreign law, and in the event of the entry of a final order of a court of competent jurisdiction determining that the transfer of money or any portion thereof under this Agreement to or on behalf of Medytox to be a preference, voidable transfer, fraudulent transfer, or similar transaction and any portion thereof is required to be returned, then the Parties shall jointly move the relevant court or agency of competent jurisdiction to vacate any releases made pursuant to this Agreement, which releases shall then be null and void, and the Parties shall be restored to their respective positions in the California Action, the ITC Action, and the Korean Actions immediately prior to the date of this Agreement.

13.7.Arbitration. Except for disputes regarding equitable relief under Section 13.5, if any disputes arise out of or in connection with this Agreement or any further amendment thereto, the Parties shall try to resolve such dispute amicably. In the event that the Parties fail to settle the dispute through amicable negotiation, such dispute shall be submitted to and finally settled by arbitration in [***] in accordance with the rules of JAMS by one or more arbitrators appointed in accordance with such rules. The language to be used in the arbitral proceedings shall be English.

13.8 Taxes; Withholding. (a) In the event that any payment under this Agreement becomes subject to withholding taxes under applicable laws or regulations, the payor shall withhold from the payment the amount of such taxes due and timely pay to the proper governmental authority the amount of any taxes withheld. The payor shall deliver to the payee the original or a certified copy of a receipt issued by the applicable governmental authority evidencing the payment of the taxes withheld, a copy of the tax return reporting such payment, or other evidence of such payment reasonably satisfactory to payee. The Parties agree to cooperate with one another and use reasonable efforts to minimize or eliminate any such tax withholding or similar obligations in respect of any payments or transfers (including the issuance or transfer of shares of stock) made to Medytox under this Agreement including taking into account any reduction to withholding available under a tax treaty to which the payee is entitled and taking all appropriate steps related thereto. Each Party agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect (including pursuant to Section 13.8(c)(ii) below), it shall update such form or certification or promptly notify the other Party in writing of its legal inability to do so.

(b) In furtherance of the foregoing, the Parties shall cooperate to (i) determine to which jurisdiction or jurisdictions each payment made hereunder is allocable and the portion allocable to each such jurisdiction (based upon the Net Sales or the utilization of intellectual property in each such jurisdiction), (ii) determine the treatment of each such payment for tax purposes in each such jurisdiction, and (iii) report each payment made

hereunder consistent with such determination for all tax purposes in all affected jurisdictions.

(c) With respect to the portion of any payments made under this Agreement that are allocable to sources within the United States in accordance with the principles of Paragraph (b) or Paragraph (d) hereof:

(i) Medytox represents that it is, and at all relevant times will be, entitled to the benefits of the United States - Republic of Korea Income Tax Convention (the “Treaty”), including, without limitation, where applicable the reduced rate of taxation on royalties specified in paragraph (1) of Article 14 thereof, with respect to such payments of which it is the beneficial owner;

(ii) Medytox shall provide Evolus with a validly completed and duly executed IRS Form W-8BEN-E (or IRS Form W-9 if applicable) claiming any exemption from or reduced rate of withholding described in clause (i); and

(iii) the Parties agree that each such Initial License Payment and Renewal License Payment shall be treated as a payment of a royalty pursuant to the Internal Revenue Code of 1986, as amended, and the Treaty.

(d) Notwithstanding anything to the contrary in this Agreement or the Share Issuance Agreement, Evolus shall not reduce the number of Issued Shares issuable to Medytox on account of any U.S. withholding taxes. Medytox shall deposit, promptly following the date hereof (and shall use commercially reasonable efforts to deposit no later than five (5) Business Days following the date hereof) an amount equal to [***] (the “Issued Shares Escrow Amount”) into an escrow account (the “Escrow Account”) with a nationally recognized third party escrow agent (the “Escrow Agent”) mutually agreed by Medytox and Evolus, which such Escrow Account shall be established in accordance with Treasury Regulation section 1.1441-3(d)(1), pending the determination in accordance with this section 13.8(d) of the source of the income of Medytox for U.S. tax purposes resulting from the issuance of Issued Shares hereunder. The release of funds from the Escrow Account shall be governed by a customary escrow agreement, in a form mutually agreed by Medytox and Evolus promptly following the date hereof. The costs and expenses of the Escrow Agent shall be borne equally by both Parties. In addition, until such time as the Final Withholding Amount (as defined below) is determined pursuant to this section 13.8(d), Evolus shall promptly deposit an amount equal to [***] of each Initial Royalty payment and Renewal License Payment to the Escrow Account (the aggregate amount of such payments, at any given time, the “License Escrow Amount” and, together with the Issued Shares Escrow Amount, the “Total Escrow Amount”) substantially concurrently with the payment of the remaining portion of the Initial Royalty or Renewal License Payment, as applicable, to Medytox (and the full amount of the Initial Royalty or Renewal License Payment, as applicable, shall be deemed paid to Medytox in accordance with this Agreement notwithstanding any deposit to the Escrow Account). Promptly following the date hereof, and in no event later than thirty (30) days following the date hereof, Medytox and Evolus shall jointly engage a United States based “Big 4”

accounting and U.S. tax expert mutually agreeable to both Parties (the “Accounting Expert”) to determine the portion of any Initial Royalty payment or Renewal License Payment and the value of the Issued Shares that are attributable to U.S. sources and the portions that are attributable to Korean or other non-U.S. sources (including, for the avoidance of doubt, taking into consideration the portion, if any, of such payments that relate to the manufacture of products within the Republic of Korea), and the determination of such Accounting Expert shall be rendered within three (3) months after the date hereof, and binding on both Parties. The costs and expenses of engaging the Accounting Expert shall be borne equally by both Parties. Once the determination of the Accounting Expert has been rendered, the Parties shall deliver joint written instructions to the Escrow Agent to pay promptly (i) a cash amount equal to (A) [***] multiplied by the U.S. source portion of any Initial Royalty payment or Renewal License Payment from which any amount was deposited in the Escrow Account plus (B) [***] multiplied by the U.S. source portion of the value of the Issued Shares (based on the closing price of the Issued Shares on the date of issuance) (such amount, the “Final Withholding Amount”) to the U.S. Internal Revenue Service and (ii) the balance of the Escrow Account (after deducting the Final Withholding Amount) to Medytox.

(e) Within thirty (30) days after demand therefore, Medytox shall indemnify Evolus and each of its directors, officers and affiliates, and hold each of them harmless from and against, and shall pay and reimburse each of them for, (i) any loss or liability attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, or obligation in this Section 13.8, and (ii) all U.S. federal withholding taxes, penalties, fees, interest, additions to tax or other assessments related to the underpayment of any taxes, or the failure to pay to the Internal Revenue Service any taxes that were required to be withheld from any payment made hereunder, together with any out-of-pocket fees and expenses (including attorneys' and accountants' fees) incurred in connection therewith arising from a claim made against Evolus by the Internal Revenue Service, provided that (a) in the event of such a claim Medytox is provided prompt notice thereof, (b) Evolus reasonably cooperates in good faith with Medytox in the adjudication of said claim, (c) the claim results in a final order requiring a payment within the scope of this subsection, and (d) such claim is not settled or otherwise resolved without Medytox’s consent (not to be unreasonably withheld, conditioned or delayed). Medytox further agrees that Evolus shall have the right, in its discretion, to offset any Initial Royalty or Renewal License Payment required to be paid pursuant to this Agreement or any License Payment (as such term is defined in the US Settlement and License Agreement) required to be made pursuant to the US Settlement and License Agreement by any amount due under this Section 13.8(e) to the extent such amount is not otherwise paid by Medytox to Evolus within the thirty day period provided in this paragraph (and any amount subject to such offset shall be treated as paid to Evolus for all purposes under this Agreement or the US Settlement and License Agreement, as applicable).

(f) The Parties shall not take any position for any tax purpose inconsistent with any provision of this Section 13.8, absent a final and binding determination by a taxing authority in the relevant jurisdiction(s), in which case parties shall also cooperate to seek

conforming adjustments in any other relevant jurisdictions. The Parties shall keep each other reasonably informed, and shall notify the other Party promptly of any inquiry of any taxing authority relating in any way to such determination, allocation or treatment or otherwise in respect of the taxation of any payments made hereunder (including the issuance of the Issued Shares), and shall, without limiting the generality of Section 13.8(a), reasonably cooperate in responding to any such inquiry and in any related audit or contest. No settlement of any audit, proceeding, examination or contest with respect to taxes or the taxation of the parties with respect to any payments made hereunder shall be agreed to by either Party without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed).

13.8.Entire Agreement. All rights not expressly granted by the Parties under this Agreement are reserved by the Parties and, except as explicitly set on in this Agreement, no other express or implied license or rights under any intellectual property of any Party are granted or intended to be granted under this Agreement. The Parties acknowledge that this Agreement sets forth the entire agreement and understanding of the Parties and supersedes all prior written or oral agreements or understandings with respect to the subject matter hereof. No modification of any of the terms of this Agreement, or any amendments thereto, shall be deemed to be valid unless in writing and signed by an authorized agent or representative of both parties hereto. No course of dealing or usage of trade shall be used to modify the terms and conditions herein. This Agreement shall be binding on each of the Parties and their respective permitted successors and assigns.

13.9.Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful, invalid, void, or unenforceable in whole or in part for any reason, such provision or such part thereof shall be deemed separate from and shall in no way affect the validity, legality, and enforceability of the remainder of this Agreement. If such provision or part thereof is deemed unlawful, void, or unenforceable due to its scope or breadth, such provision or part thereof shall be deemed valid to the extent of the scope or breadth permitted by law. The Parties agree to renegotiate in good faith any provision held to be invalid, illegal, or unenforceable, it being the intent of the Parties that the basic purposes of the Agreement are to be effectuated.

13.10.Counterparts. This Agreement may be executed in counterparts, and execution by each of the Parties of any one of such counterparts will constitute due execution of this Agreement. 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 Agreement by facsimile by either Party shall be legal, valid, and binding to the same extent as an original signature.

IN WITNESS WHEREOF, the Parties have fully executed and delivered this Settlement Agreement as of the day and year first written above.

MEDYTOX, INC.

By: /s/ Hyun Ho Jung

Name: Hyun Ho Jung

Title: CEO & President

EVOLUS, INC.

By: /s/ David Moatazedi

Name: David Moatazedi

Title: President and Chief Executive Officer

Signature Page for Settlement and License Agreement

EVOLUS, INC.

SHARE ISSUANCE AGREEMENT

This Share Issuance Agreement (this “Agreement”) is made as of February 18, 2021, by and among Evolus, Inc., a Delaware corporation (the “Company”), and Medytox, Inc., a company organized under the laws of Korea (“Medytox”).

RECITALS

A. Concurrently with the entrance by the Company and Medytox into this Agreement, the Company and Medytox are also entering into (i) that certain Settlement and License Agreement, on even date herewith (the “Settlement Agreement”) and (ii) that certain Registration Rights Agreement, on even date herewith (the “Registration Rights Agreement” and, together with the Settlement Agreement, the “Related Agreements”).

B. Contingent on, and substantially simultaneously with, the execution of the Settlement Agreement and in consideration for the promises set forth in the Settlement Agreement, the Company desires to issue to Medytox 6,762,652 shares of its common stock, par value $0.00001 per share (the “Securities”).

AGREEMENT

In consideration of the mutual promises contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties to this Agreement agree as follows:

1.Issuance of Securities.

a.Issuance of Securities. Subject to the terms and conditions of this Agreement, Medytox agrees to execute the Related Agreements at the Closing (as defined below), and the Company agrees at the Closing to execute the Related Agreements and to issue to Medytox the Securities in exchange for the promises set forth in the Settlement Agreement (the “Issuance”).

b.Closing; Delivery. The Issuance shall take place by electronic transmission of signature pages concurrently with, but immediately following, the execution of this Agreement by the Company and Medytox on the date set forth above (the “Closing”). At the Closing, the Company shall deliver to Medytox evidence of the Securities against execution of the Settlement Agreement by Medytox.

2.Representations and Warranties of the Company. The Company hereby represents and warrants to Medytox as of the Closing that:

a.Organization, Standing and Power. Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing, to the extent applicable, under the laws of its jurisdiction of incorporation or organization, and has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified and in good standing, to the extent applicable, to do business as a foreign corporation or other legal entity in each other jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except in each case where the failure to so qualify would not, individually or in the aggregate, reasonably be likely to have a Company

Material Adverse Effect. None of the Company or any of its Subsidiaries is in violation of its Organizational Documents.

b.Authority. The Company has all necessary power and authority to execute and deliver this Agreement and the Related Agreements, to perform its obligations hereunder and thereunder and to consummate the Issuance. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Issuance have been duly and validly authorized by all necessary action, and no other proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Issuance. This Agreement, when executed and delivered by the Company and assuming due authorization, execution and delivery by Medytox, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Board of Directors of the Company has determined, at a duly convened meeting or pursuant to a unanimous written consent, that the execution and delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby (including the Issuance), are in the best interests of the Company.

c.No Conflict; Required Filings and Consents.

i.The execution and delivery of this Agreement and the Related Agreements by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby (including the Issuance) will not, conflict with, result in a violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on, or the loss of, any assets pursuant to: (A) any provision of the Organizational Documents of the Company or (B) except as, in the aggregate, would not reasonably be likely to have a Company Material Adverse Effect, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (ii) below, (1) any loan, credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise or license of the Company or any Subsidiary of the Company, or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets.

ii.The execution and delivery of this Agreement and the Related Agreements by the Company do not, and the consummation of the transactions contemplated thereby (including the Issuance) by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority or any other Person, other than:

1.filings and reports required under the Exchange Act;

2.any filings pursuant to Regulation D of the Securities Act or required by applicable state securities laws; and

3.filing of the LAS (as defined and described below in Section 4(b) with The Nasdaq Stock Market (“Nasdaq”).

d.Capitalization; Issuance.

i.The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.00001 per share (the “Preferred Stock”). As of the close of business on February 14, 2021, there were (A) 33,830,180 shares of Common Stock outstanding, (B) no shares of Preferred Stock outstanding, (C) 3,115,831 shares of Common Stock reserved for issuance upon the conversion of the certain Convertible Promissory Note, dated July 30, 2020, for the benefit of Daewoong Pharmaceutical Co., Ltd., and (D) no shares of Common Stock held in the treasury of the Company. As of December 31, 2020, there were (E) 5,581,239 shares of Common Stock are reserved for issuance upon the exercise or vesting of outstanding incentive equity awards granted pursuant to the Company’s incentive equity plans (“Stock Awards”), and (F) 2,049,553 shares of Common Stock were reserved for issuance pursuant to Stock Awards not yet granted or other Company benefit plans. Except for the Stock Awards and Convertible Note, there are no outstanding subscriptions, options, rights, warrants, convertible securities, stock appreciation rights, phantom equity, or other agreements or commitments obligating the Company to issue, transfer, sell, redeem, repurchase or otherwise acquire any shares of its capital stock of any class or other equity in the Company.

ii.The Securities to be issued pursuant to this Agreement have been duly authorized by the Company by all necessary corporate action, and when issued in accordance with the terms of this Agreement, such Securities will be duly and validly issued, fully paid and nonassessable and, subject to the compliance by Medytox with the representations, warranties, covenants and agreements of Medytox set forth herein, will have been issued in compliance with all applicable federal and state securities laws. From December 31, 2020 through the date of this Agreement, there have been no issuances of any Common Stock, Preferred Stock or any other equity or voting securities or interests in the Company, other than issuances of shares of Common Stock pursuant to the exercise, vesting or settlement, as applicable, of Stock Awards or Company benefit plans outstanding as of December 31, 2020 in accordance with the terms of such Stock Awards or Company benefit plans.

e.SEC Filings; Financial Statements.

i.The Company has filed on a timely basis the SEC Reports. The SEC Reports (A) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (B) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

ii.Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and, in the case of quarterly financial statements, as permitted by Quarterly Reports on Form 10-Q under the Exchange Act) and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments).

f.Material Changes. Since the date of the latest audited financial statements included within the SEC Reports, except as disclosed in subsequent SEC Reports filed prior to the date hereof, there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. Since the date of the latest audited financial statements included within the SEC Reports, except for the transactions contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or their respective business, properties, operations or financial condition that is required to have been disclosed by the Company under applicable U.S. federal securities laws at the time this representation is made that has not been publicly disclosed at least one Business Day prior to the date that this representation is made.

g.Compliance. Except as disclosed in the SEC Reports, neither the Company nor any of its Subsidiaries (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any of its Subsidiaries under), nor has the Company or any of its Subsidiaries received written notice of a claim that it is in default under or that it is in violation of, any loan, credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license or other contract (whether or not such default or violation has been waived), (ii) is in violation of any order of which the Company or any of its Subsidiaries has been made aware in writing of any court, arbitrator or governmental body having jurisdiction over the Company or any of its Subsidiaries or their respective properties or assets, or (iii) is in violation of, or in receipt of written notice that it is in violation of, any statute, rule or regulation of any Governmental Authority applicable to the Company or any of its Subsidiaries, except in each case as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

h.Brokers. No broker, finder, investment banker or other person is entitled to any brokerage, finder’s or other fee or commission in connection with the Issuance based upon arrangements made by or on behalf of the Company.

i.Private Placement. Assuming the accuracy of Medytox’s representations and warranties set forth herein, (i) no registration under the Securities Act is required for the Issuance and (ii) the Issuance does not contravene the rules and regulations of Nasdaq.

j.Listing and Maintenance Requirements. The Securities are registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to terminate the registration of the Securities under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. The Company is in compliance in all material respects with the listing and maintenance requirements for continued trading of the Securities on Nasdaq. To the extent required, the Securities issuable hereunder will be approved for listing with Nasdaq in accordance with its listing standards. Subject to the outcome and final determination of the Company’s independent auditor’s audit and review process, the Company expects to account for the Issuance on its books and records at a price not below the “minimum price” under applicable Nasdaq listing standards.

k.Authorized Securities. The Company has sufficient authorized but unissued shares of its common stock sufficient to complete the Issuance.

l.CFIUS Representation. The Company does not: produce, design, test, manufacture, fabricate, or develop one or more “critical technologies,” as that term is defined in the Defense Production Act of 1950, as amended, including all implementing regulations thereof.

3.Representations and Warranties of Medytox. Medytox hereby represents and warrants to the Company as of the Closing that:

a.Organization. Medytox is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not prevent or delay consummation of the Issuance, or otherwise prevent Medytox from performing its obligations under this Agreement.

b.Authority. Medytox has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Issuance. The execution and delivery of this Agreement by Medytox and the consummation by Medytox of the Issuance have been duly and validly authorized by all necessary action, and no other proceedings on the part of Medytox are necessary to authorize this Agreement or to consummate the Issuance. This Agreement has been duly and validly executed and delivered by Medytox, and, assuming due authorization, execution and delivery by the Company, constitutes legal, valid and binding obligations of Medytox enforceable against Medytox in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

c.No Conflict; Required Filings and Consents.

i.The execution and delivery of this Agreement by Medytox does not, and the consummation by Medytox of the Issuance will not, conflict with, or result in a violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on, or the loss of, any assets pursuant to: (A) any provision of the Organizational Documents of Medytox or (B) except as, in the aggregate, would not reasonably be likely to have a Medytox Material Adverse Effect, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (ii) below, (1) any loan, credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Medytox or any Subsidiary of Medytox or their respective properties or assets.

ii.The execution and delivery of this Agreement by Medytox do not, and the consummation of the Issuance by Medytox does not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority or any other Person.

d.Non-Distribution. Medytox is purchasing the Securities for its own account for investment purposes only and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable Laws.

e.Accredited Investor Status. Medytox is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act. Medytox was not organized solely for the purpose of acquiring the Securities.

f.Reliance on Exemptions. Medytox understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Medytox’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Medytox set forth herein in order to determine the availability of such exemptions and the eligibility Medytox to acquire the Securities.

g.Information. Medytox and its advisors have been furnished with all materials relating to the business, finances and operations of the Company and its Subsidiaries and materials relating to the Issuance, which have been requested by Medytox. Medytox and its advisors have been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers to any such inquiries. Medytox understands that its investment in the Securities involves a high degree of risk. Medytox has sought such accounting, legal, tax and other advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. Medytox is able to bear the economic risk of holding the Securities for an indefinite period of time (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of such investment.

h.Transfer or Resale. Medytox understands that the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be transferred unless subsequently registered thereunder or sold or transferred pursuant to an exemption from such registration.

i.Affiliate Status. Medytox understands that, immediately following the Issuance, it may be considered an affiliate for purposes of Rule 144 under the Act (as defined below).

j.Legend. Medytox understands that the Securities will bear the following legend(s):

i.“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

ii.Any legend required by the Blue Sky laws of any state to the extent such laws are applicable to the Securities.

k.Foreign Investors. If Medytox is not a United States person (as defined by Rule 902(k) under the Securities Act), Medytox hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities

or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. Medytox’s subscription and payment for, and Medytox’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of Medytox’s jurisdiction.

l.Brokers. No broker, finder, investment banker or other person is entitled to any brokerage, finder’s or other fee or commission in connection with the Issuance based upon arrangements made by or on behalf of Medytox.

4.Covenants.

a.Public Announcements. The parties shall consult with each other before issuing any press release with respect to the announcement of this Agreement or the Issuance and neither shall issue any such press release, make any such public statement or make any filings required by Law without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed; provided, however, that a party may, without the prior consent of the other party, issue such press release, make such public statement or disclosure or make such required filing as may upon the advice of counsel be required by Law or any exchange on which the Company’s securities are listed if, to the extent time permits, it has used all commercially reasonable efforts to consult with the other party prior thereto; provided, further, however, that a party may publish, make, repeat or otherwise use any statement previously consented to by the other unless and until such other party objects in writing to the use thereof.

b.Nasdaq Filings Required. In connection with the Issuance, the Company will file a Listing of Additional Shares Notification Form (“LAS”) as required under the regulations of Nasdaq.

c.Reporting Requirements; Rule 144. Until such time as Medytox no longer owns any of the Securities, the Company shall use its commercially reasonable efforts (i) to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, (ii) to timely file all forms, reports and documents required to be filed by the Company with the SEC (including the exhibits thereto and documents incorporated by reference therein), including pursuant to Section 13(a) or 15(d) of the Exchange Act to enable Medytox to sell the Securities without registration under the Securities Act consistent with the exemptions from registration under the Securities Act provided by (A) Rule 144 under the Securities Act, as amended from time to time, or (B) any similar SEC rule or regulation then in effect, and (iii) to list the Company’s Common Stock on Nasdaq. Until such time as Medytox no longer owns any of the Securities, the Company shall (x) at the request of Medytox in connection with a proposed sale of the Securities in compliance with Rule 144, reasonably cooperate with Medytox, including with respect to the removal of any applicable restrictive legends at the time of the relevant sale and, if required, delivery of an opinion of counsel to the Company in connection with such removal and (y) furnish to Medytox, promptly upon request, a written statement by the Company as to the status of the Company’s compliance with the reporting requirements of Rule 144.

d.Agreement to Vote Securities. Up to and through February 16, 2022, at every meeting of the stockholders of the Company, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, Medytox shall cause the Securities to be

voted (i) in the case of any action or proposal relating to the election of directors of the Company, in line with the recommendation(s) of the Company’s board of directors and (ii) in the case of any other action or proposal, at Medytox’s option either (A) in line with the recommendation(s) of the Company’s board of directors or any committee thereof or (B) in the same manner (including by voting “for” or “against”, abstaining or withholding votes) as, and in the same proportion to, the votes case “for” or “against”, and abstentions or vote withholdings made, in respect of all outstanding voting securities of the Company other than voting securities held by (x) Medytox, (y) directors or officers of the Company or (z) Alphaeon 1, LLC or any of its Affiliates. The obligations set forth in this Section 4(d) shall expire on February 17, 2022.

e.Lock-Up.

i.From the Closing and until February 16, 2022 (the “Lockup Release Date”), without the prior approval of the Company, Medytox shall not Dispose of (x) any of the Securities, together with any shares of Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization, and (y) any Common Stock issued as (or issuable upon the exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, the shares of Common Stock described in clause (x) of this sentence (collectively (x) and (y), the “Lockup Shares”); provided, however, that, beginning 12 months after the Closing, the foregoing restrictions shall not prohibit Medytox from entering into a Permitted Pledge.

ii.The parties agree that: (w) from February 16, 2022 to September 16, 2023, Medytox may Dispose of up to 25% of the Lockup Shares; (x) from September 16, 2023 to September 16, 2024, Medytox may Dispose of up to an additional 25% of the Lockup Shares (in addition to any Lockup Shares not Disposed of under Section 4(e)(ii)(w) above); (y) from September 16, 2024 to September 16, 2025, Medytox may Dispose of up to an additional 25% of the Lockup Shares (in addition to any Lockup Shares not Disposed of under Sections 4(e)(ii)(w) and (x) above); and (z) from September 16, 2025, Medytox may Dispose of the remaining 25% of the Lockup Shares (in addition to any Lockup Shares not Disposed of under Sections 6(d)(ii)(w), (x) and (y) above). For clarity, Medytox may Dispose of any or all Lockup Shares from and after September 16, 2025.

iii.Notwithstanding the limitations on Disposing the Lockup Shares set forth in this Section 4(e), Medytox shall be permitted to transfer any number of the Lockup Shares (x) at any time to any Affiliate of Medytox, provide such Affiliate agrees in writing to be subject to the terms and conditions of this Agreement and Medytox shall remain liable for any breach of such terms and conditions hereof by such Affiliate, (y) in connection with any transaction resulting in, or expected to result in, a change in control of over 50% of the equity ownership or voting control of the Company (including by way of merger, purchase of equity or assets, third party tender offer, or other substantially similar transactions), or (z) at any time following any material breach of the Settlement Agreement by the Company (subject to applicable cure periods contained therein).

iv.“Disposition” or “Dispose” means a sale, pledge (other than Permitted Pledge), contract to sell, sale of any option or contract to purchase, purchase of any option or contract to sell, grant of any option, right or warrant for the sale of, or other disposition of or transfer of any shares of Lockup Shares, or the economic interests therein.

v.“Permitted Pledge” shall mean the grant of a collateral security interest in any Lockup Shares by or on behalf of Medytox in a bona fide financing transaction with a financial institution; provided that (i) Medytox advises the Company in advance of the identity of the proposed lender(s) and secured party(ies) (if different from the lender(s)) (the “Pledgee(s)”) and affords the Company an opportunity to consult with Medytox with respect thereto and (ii) in the event the beneficial ownership of such Common Stock subject to a Permitted Pledge is transferred from Medytox to the Pledgee or any assignee of the Pledgee (the “Transferee”) by foreclosure or otherwise, such Transferee (a) is subject to all of the restrictions and limitations imposed on such Lockup Shares and Medytox in respect thereof prior to such Transfer, and (b) shall agree with the Company in writing to be bound by the obligations and restrictions applicable to Medytox hereunder.

f.Regulatory Accommodation. If, at any time following a written inquiry or demand from a Governmental Authority to the Company or Medytox with respect to the Securities or the transactions contemplated by this Agreement, Medytox, in its sole discretion acting in good faith, reasonably believes that such Governmental Authority has undertaken or intends to undertake a formal investigation of Medytox regarding the Securities or any of the transactions contemplated by this Agreement, Medytox may (i) sell, transfer and divest itself of the Securities, notwithstanding restrictions to the contrary under this Agreement (including, for the avoidance of doubt, the provisions set forth in Section 4(e)) and/or (ii) upon reasonably prior written notice to the Company, require the Company to take commercially reasonable steps to cooperate with Medytox to restructure Medytox’s ownership of the Securities in a manner that avoids, mitigates, satisfies or remediates any remedial requirements or conditions imposed by, proposed to be imposed by or requested by such Governmental Authority.

g.Stock Certificate(s). From and after the date here, Medytox shall be entitled to request, and the Company shall execute and deliver, a certificate(s) representing the Securities from the Company. From time to time following the initial delivery of such certificate(s), upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any such certificate(s), the Company will execute and deliver new certificate(s) representing the Securities, of like tenor.

5.Defined Terms. For purposes of this Agreement, the following terms shall have the following meanings:

a.“Action” shall mean any action, suit, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against the Company, any Subsidiary of the Company or any of their respective properties or any officer, director or employee of the Company or any Subsidiary of the Company acting in his or her capacity as an officer, director or employee before or by any federal, state, county, local or foreign court, arbitrator, governmental or administrative agency, or regulatory authority.

b.“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.

c.“Business Day” shall mean any day other than (i) a Saturday or a Sunday or (ii) a day on which banking and savings and loan institutions are authorized or required by Law to be closed in Los Angeles, CA or Seoul, Korea.

d.“Code” shall mean the Internal Revenue Code of 1986, as amended.

e.“Company Material Adverse Effect” shall mean, when used in connection with the Company or any of its Subsidiaries, any event, circumstance, change or effect individually or collectively with one or more other events, circumstances, changes or effects, that (i) has had, or is reasonably likely to have, a material adverse effect on the business, assets, financial condition or results of operations of the Company and its Subsidiaries taken as a whole, or (ii) is, or is reasonably likely to, prevent or materially delay the consummation of the Issuance; provided, however, that any event, circumstance, change or effect resulting from any of the following, individually or collectively, will not be considered when determining whether a Company Material Adverse Effect has occurred for purposes of clause (i) above: (A) any change in economic conditions generally or capital and financial markets generally, including changes in interest or exchange rates, (B) any change in the industry generally in which the Company or its Subsidiaries operate, (C) any change in Laws or accounting standards, or the enforcement or interpretation thereof, applicable to the Company or its Subsidiaries, (D) conditions in jurisdictions in which the Company or its Subsidiaries operate, including a pandemic, hostilities, acts of war, sabotage, terrorism or military actions, or any escalation or worsening of any of the foregoing, (E) any action taken by Medytox and any of its Affiliates or representatives, (F) any hurricane, flood, tornado, earthquake or other natural disaster, (G) the failure in and of itself of the Company or its Subsidiaries to achieve any financial projections, forecasts or timing or predictions related to re-launching the Company’s toxin related products (but not the underlying cause of such failure), (H) changes in the trading price or trading volume of the Company’s common stock, (I) any change in the status of, or the resolution of, any Action disclosed in the SEC Reports, (J) any change as a result of entry into the Settlement Agreement or (K) any change in the limited exclusion order or cease and desist order issued by the U.S. International Trade Commission in investigation no. 337-TA-1145; provided, that any adverse effects resulting from matters described in any of the foregoing clauses (A), (B), (C), (D), (F) or (H) may be taken into account in determining whether there is or has been a Company Material Adverse Effect to the extent, and only to the extent, that they have a materially disproportionate effect on the Company or its Subsidiaries relative to other participants in the industries or geographies in which the Company or its Subsidiaries operate.

f.“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

g.“GAAP” shall mean generally accepted accounting principles.

h.“Governmental Authority” shall mean any national, federal, state, provincial or local governmental, regulatory or administrative authority, agency, instrumentality, commission, court, tribunal, arbitral body or self-regulated entity, whether domestic or foreign.

i.“Laws” shall include all foreign, federal, state and local laws, statutes, ordinances, rules, regulations, orders, judgments and decrees.

j.“Liens” shall mean any liens, pledges, security interests, claims, options, rights of first offer or refusal, charges or other encumbrances.

k.“Medytox Material Adverse Effect” shall mean, with respect to Medytox, any event, circumstance, change or effect individually or collectively with one or more other events, circumstances, changes or effects, that is or would be reasonably likely to prevent or materially delay the consummation of the Issuance.

l.“Organizational Documents” shall mean, with respect to any entity, the certificate or articles of incorporation and by-laws of such entity, or any similar organizational documents of such entity in effect as of the date of this Agreement.

m.“Person” shall mean any individual, firm, corporation, partnership, limited liability company or other entity, and shall include any successor (by merger, amalgamation or otherwise) of such entity.

n.“SEC” shall mean the United States Securities and Exchange Commission.

o.“SEC Reports” shall mean the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on February 25, 2020, the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, filed with the SEC on May 11, 2020, August 10, 2020 and October 29, 2020, respectively, the Company’s Current Reports on Form 8-K filed with the SEC on November 19, 2020, December 16, 2020 and January 5, 2021, and the information specifically incorporated into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 from the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 21, 2020 (including, in each case, the exhibits thereto and documents incorporated by reference therein).

p.“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

q.“Subsidiary” shall mean, when used with respect to either the Company or Medytox, as applicable, any other Person that the Company or Medytox, as applicable, directly or indirectly owns or has the power to vote or control more than 50.0% of (i) any class or series of capital stock of such Person, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by the Company or Medytox, as applicable.

6.Miscellaneous.

a.Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

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

i.This Agreement 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 Agreement 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 Agreement, and the parties hereby agree and submit to the personal jurisdiction and venue thereof.

iii.THE COMPANY AND MEDYTOX EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE COMPANY AND MEDYTOX 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 THE COMPANY AND MEDYTOX MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

c.Counterparts. This Agreement 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 Agreement may also be executed and delivered by facsimile or other electronic delivery of signature.

d.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.

e.Notices. Any notice or communication provided for by this Agreement 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 or Medytox 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.

f.Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Company and Medytox (which may be withheld by each of the Company and Medytox in their respective sole and absolute discretion).

g.Severability. If one or more provisions of this Agreement 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 Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

h.Entire Agreement. This Agreement, together with the Related Agreements, 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.

i.Expenses. The Company and Medytox shall each bear its respective expenses and legal fees incurred with respect to this Agreement and the transactions contemplated hereby.

[Signature page follows]

The parties have executed this Share Issuance Agreement as of the date first written above.

COMPANY:

EVOLUS, INC.

By: /s/ David Moatazedi

Name: David Moatazedi

Title: President and Chief Executive Officer

Address: [***]

MEDYTOX:

MEDYTOX, INC.

By: /s/ Hyunho Jung

Name: Hyunho Jung

Title: CEO & President

Address: [***]

Signature Page for Share Issuance Agreement

CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT

This Confidential Settlement and Release Agreement (the “Agreement”) is made and entered into as of March 23, 2021 (the “Execution Date”) by and between Evolus, Inc., a corporation organized and existing under the laws of the State of Delaware, United States (“Evolus”), on the one hand, and Daewoong Pharmaceutical Co., Ltd., a corporation organized and existing under the laws of the Republic of Korea (“Daewoong”; together with Evolus, individually, a “Party” and collectively, the “Parties”), on the other hand.

RECITALS

WHEREAS, Daewoong and Evolus are parties to that certain License and Supply Agreement dated September 30, 2013, and amended as of February 26, 2014 and July 15, 2014 (the “License Agreement”) concerning Daewoong’s supply to Evolus and Evolus’s marketing and sale of pharmaceutical and biologic preparations containing botulinum toxin type A with 900 kDa protein (the “Product”) in the United States, among other territories;

WHEREAS, Daewoong and Evolus were named as Respondents in that certain investigation in the United States International Trade Commission (the “ITC”) styled In the Matter of Certain Botulinum Toxin Products, Processes for Manufacturing or Relating to Same and Certain Products Containing Same, being Investigation No. 337-TA-1145 (the “ITC Investigation”);

WHEREAS, the ITC Investigation was commenced based on a complaint filed by Medytox Inc. of Seoul, Republic of Korea (“Medytox”), together with Allergan plc (now Allergan Limited) of Dublin, Ireland and Allergan, Inc. of Irvine, California (both now affiliates of AbbVie Inc.) (collectively, the “ITC Complainants”);

WHEREAS, Medytox requested a criminal investigation and filed a civil complaint against Daewoong that is currently pending in the Seoul Central District Court in the Republic of Korea, bearing Case No. 2017가합574026 (“Korea Actions”), wherein Medytox asserts claims based on substantially the same facts as those alleged by the ITC Complainants in the ITC Investigation and seeks relief that may affect Evolus’ rights under the License Agreement;

WHEREAS, in the Korea Actions, Medytox seeks to enjoin Daewoong’s manufacturing and sale of the Product, among other relief;

WHEREAS, on or about June 7, 2017, Medytox filed a complaint against Evolus, Daewoong, and certain other persons and entities styled Medytox Inc. v. Daewoong Pharmaceutical Co., Ltd., et al., being Case No. 30-2017-00924912-CU-IP-CJC in the Superior Court of the State of California for the County of Orange (the “California Lawsuit” and together with the ITC Investigation and the Korea Actions, the “Medytox Actions”);

WHEREAS, effective February 18, 2021, Evolus, Medytox, and Allergan entered into a certain Settlement and License Agreement concerning the marketing and sale of products in the United

States (the “Evolus-Medytox US Settlement”), and Evolus and Medytox entered into a certain Settlement and License Agreement concerning the marketing and sale of products outside of the United States (the “Evolus-Medytox ROW Settlement”), which two agreements (together, with any associated agreements or documents, the “Evolus-Medytox Settlement Agreements”) resolve certain disputed claims made in the Medytox Actions and under which Evolus is obligated to provide consideration as defined in those agreements;

WHEREAS, Daewoong denies the material allegations against it in the Medytox Actions;

WHEREAS, concurrently with the execution of this Agreement, Evolus and Daewoong will enter into certain other agreements between them, to wit: the Third Amendment to License and Supply Agreement, the Convertible Promissory Note Conversion Agreement and the Addendum to the Exclusive Distribution and Supply Agreement (collectively, the “Additional Party Agreements”).

WHEREAS, Evolus and Daewoong mutually desire to enter into a settlement and compromise of potential claims arising from or related to the Medytox Actions.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual undertakings set forth in this Agreement, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1.No Admissions

1.1.It is understood and agreed that this is a compromise settlement of disputed claims and potential disputed claims. This Agreement is solely the result of a good-faith compromise and settlement between the Parties, who desire to continue to pursue their business collaboration for their mutual benefit. Neither this Agreement, the activities performed in contemplation of, in connection with, or in furtherance of this Agreement, nor statements made by any Party or any of its representatives concerning or relating to this Agreement are to be construed as an admission by Daewoong of liability, wrongdoing, or responsibility. For the avoidance of doubt, Daewoong has denied and continues to deny any and all allegations or accusations of liability or wrongdoing of any kind whatsoever, and retains, and does not waive, any and all defenses it may have with respect to such matters, subject to the terms of this Agreement.

2.Effective Date

2.1.Prior to the Execution Date, Daewoong has obtained the Bank of Korea’s acceptance of the foreign exchange report made in connection with this Agreement and the payments made hereunder. This Agreement will become effective upon the execution and delivery of the Additional Party Agreements. The date on which the requirements of this Section 2.1 are met shall be the “Effective Date.”

3.Payments and Cancellation

3.1.Subject to the terms and conditions herein and to Evolus’s performance of its obligations hereunder, Daewoong shall pay to Evolus a lump sum payment of US$25,500,000 (twenty-five million five hundred thousand dollars) (the “Lump Sum Payment”) within fifteen (15) calendar days of the Execution Date, via wire transfer to the following account:

Bank: Bank of America, N.A.

Account Address: [***]

[***]

Routing Number ACH/EFT: [***]

Routing Number DOM. WIRES: [***]

Swift Code for US Dollar Wires: [***]

Swift Code for Foreign Currency: [***]

Account Name: [***]

Account Number: [***]

3.1.Subject to the terms and conditions herein and to Evolus’s performance of its obligations hereunder, Daewoong: (a) shall pay within [***] days of the Execution Date [***]% of the reasonable legal fees incurred and invoiced prior to the Execution Date (but not yet paid as of the Execution Date) by counsel of record for Evolus, Paul, Weiss Rifkind, Wharton & Garrison LLP (“Paul Weiss”), in connection with Paul Weiss’s rendering of legal services in support of Evolus’s defense of the ITC Investigation and the appeal of the remedial orders arising from the ITC Investigation to the United States Court of Appeals for the Federal Circuit ( “Indemnified Legal Services”), and (b) shall pay within [***] days of presentment [***]% of the reasonable legal fees incurred prior to the Execution Date and invoiced after the Execution Date solely for Indemnified Legal Services (subsections (a) and (b) together are the “Legal Fee Indemnity”). For sake of clarity and without limiting the foregoing, Daewoong shall have no obligation to pay any portion of Paul Weiss’s invoices for services rendered in connection with: the Evolus-Medytox Settlement Agreements; any claims or allegations by Evolus against Daewoong; or the negotiation and drafting of this Agreement.

3.2.Subject to the terms and conditions herein and to Evolus’s performance of its obligations hereunder, Daewoong agrees to cancel up to US$10,500,000 (ten million five hundred thousand dollars) of milestone payments under Article 6.7 of the License Agreement which would otherwise be due and owing on the Execution Date or which would have otherwise become due and owing after the Execution Date (the “Cancellation Amount”). Such milestone payments shall not be due and shall be deemed cancelled and of no further force or effect at the time when the milestone

payment would otherwise be due. The cancellation of the milestone payment shall be contingent upon Evolus providing within thirty (30) days after what would have been the achievement of a milestone after the Execution Date a written notice to Daewoong of the particular milestone achieved, and the amount of the payment cancelled. In the event that the total sum of milestone payments cancelled under this provision is less than US$10,500,000, then Evolus shall not be entitled to compensation for the remainder and shall not be entitled to any further consideration, payment, compensation, accommodation or cancellation under this provision. For sake of clarity and without limiting the foregoing, this Agreement creates no obligation for Daewoong to refund or return any milestone payments previously paid by Evolus on or before the Execution Date and any such previously paid payments shall remain non-creditable and non-refundable as provided in Article 6.7 of the License Agreement.

3.3.Subject to the terms and conditions herein and to Evolus’s performance of its obligations hereunder, Daewoong shall reimburse Evolus US$[***] ([***] dollars) for each 100 IU vial (or $[***] for each 50 IU vial) of the Product on which Evolus will actually make payment to Medytox and Allergan pursuant to Article 5.3 of the Evolus-Medytox US Settlement during the period commencing on December 16, 2020 and ending on September 16, 2022 (the “US Payment Reimbursement”). Within forty-five (45) days of the end of each calendar quarter containing the applicable Reporting Period (as defined in Article 5.3 of the Evolus-Medytox US Settlement), Evolus shall provide to Daewoong an advanced copy of the Sales and Royalty Report that Evolus intends to send to Allergan and Medytox as provided in Article 5.3 of the Evolus-Medytox US Settlement (the “Advanced Report”). Within [***] ([***]) days of receipt of the Advanced Report, Daewoong shall make the U.S. Payment Reimbursement by wire transfer of immediately available funds. Thereafter, Evolus shall also provide to Daewoong a copy of the Sales and Royalty Report when sent to Allergan and Medytox as provided in Article 5.3 of the Evolus-Medytox US Settlement (the “Final Report”). If there is a difference between the Advanced Report and the Final Report then (i) if the difference would have required Daewoong to make a lower US Payment Reimbursement, then Evolus shall credit such balance against the next US Payment Reimbursement or (ii) if the difference would have required Daewoong to make a higher US Payment Reimbursement, then Evolus shall provide an invoice for the balance of the US Payment Reimbursement for such quarter and Daewoong shall pay such invoice within [***] ([***]) days of receipt thereof. If any credit pursuant to subsection (i) remains after September 16, 2022, Evolus shall pay such remainder to Daewoong on or before October 1, 2022. The US Payment Reimbursement shall be net of any deduction or credit applied under Article 5.4 of the Evolus-Medytox US Settlement, and Evolus shall credit to Daewoong the portion of any reimbursement pursuant to such Article 5.4 which had been previously paid by Daewoong under the US Payment Reimbursement against future US Payment Reimbursement, provided, however, that if such credit relates to the period from June 30, 2022 to September 16, 2022, then Evolus shall return such amounts to Daewoong.

3.4.The Parties jointly agree that the statements set forth on Schedule A are true and correct. Daewoong shall pay the Lump Sum Payment, the Legal Fee Indemnity, the Cancellation Amount, and the US Payment Reimbursement (collectively, the “Settlement Consideration”) without deduction for any withholding and free and clear of any taxes imposed by or under the authority of the government of South Korea; provided, however, that (A) in the event the tax authority of the government of South Korea deems any portion of the Settlement Consideration to be subject to withholding and/or taxation (including penalty tax), (i) Daewoong shall use commercially reasonable efforts (including commencement of litigation if necessary) to obtain a determination that the Settlement Consideration is not subject to South Korean withholding and/or taxation (including penalty tax), including, without limitation, by pursuing any remedy with the applicable competent authority or otherwise available pursuant to the United States - Republic of Korea Income Tax Convention; and (ii) Evolus shall use commercially reasonable efforts in cooperating with Daewoong in obtaining such determination; and (B) if any portion of the Settlement Consideration is nonetheless finally determined to be subject to South Korean withholding and/or taxation (including penalty tax), Evolus shall be solely responsible for such withholding and/or tax amount determined to be applicable and [***]% of any penalty tax. Daewoong shall provide commercially reasonable assistance to facilitate Evolus’s payment of such taxes and (if applicable) obtaining corresponding tax credits, refunds or other benefits that are available to offset such taxes including, without limitation, by pursuing any remedy with the applicable competent authority or otherwise available pursuant to the United States - Republic of Korea Income Tax Convention. Evolus shall have the financial responsibility to pay all taxes as finally determined by applicable United States or other law to be Evolus’s obligation to pay, and Daewoong shall not be liable at any time for any such taxes incurred in connection with or related to amounts paid under this Agreement.

3.5.Other than the Settlement Consideration, Daewoong is not obligated to provide any other payment, forgiveness, offset, compensation, accommodation, cancellation, or consideration in connection with this Agreement.

3.6.Without limiting the foregoing, the consideration paid under this Agreement and the Additional Party Agreements (including the Settlement Consideration) shall not give rise to an offset under the Section 5 of the parties’ Convertible Promissory Note Purchase Agreement entered into as of July 6, 2020. The rights and obligations of the Parties under such agreement shall not be modified by this Agreement or the Additional Party Agreements except as explicitly provided therein.

4.Evolus Obligations

4.1.Evolus shall, to the extent it is not inconsistent with its obligations under the Evolus-Medytox Settlement Agreements, cooperate in good faith with Daewoong’s reasonable requests for assistance and coordination in legal matters pertaining to the Medytox Actions. Evolus shall use commercially reasonable efforts to cause

Medytox to make a filing with an appropriate document in the Korea Actions that Medytox is not seeking any damages related to any sales of the Product by Daewoong to Evolus, including for any periods prior to December 16, 2020.

4.2.Evolus on behalf of itself and its employees, officers, owners, agents, representatives, shareholders, partners, directors, subsidiaries, divisions, parent companies, affiliates, attorneys, insurers, successors, and assignees each covenant not to, directly or indirectly, alone or by, with or through others, cause, induce, allow to continue or authorize or voluntarily assist, participate, or cooperate in the commencement, maintenance, or prosecution of any action, proceeding, petition, or investigation arising out of or relating to the allegations made in or subject matter of the Medytox Actions, which would adversely affect Daewoong or any Daewoong affiliate, distributor, or collaboration partner.

5.Release

5.1.Upon the Effective Date, Evolus, on behalf of itself and each of its past and present employees, officers, owners, representatives, agents, representatives, shareholders, partners, officers, directors, subsidiaries, divisions, parent companies, affiliates, attorneys, insurers, successors, and assignees (collectively, the “Evolus Releasors”) hereby knowingly and voluntarily acknowledges full and complete satisfaction of, and does hereby irrevocably, fully and forever release, relinquish, and discharge Daewoong and each of its past and present employees, officers, owners, representatives, agents, representatives, shareholders, officers, directors, subsidiaries, divisions, parent companies, affiliates, attorneys, insurers, successors, and assignees (collectively, the “Daewoong Releasees”) from, and covenants not to assert or maintain, any and all proceedings, claims, actions, requests for indemnification, rights, causes of action, demands, suits, costs, obligations, duties, expenses, compensation in any form, including attorneys’ fees, and statutory, compensatory, exemplary, punitive, or other damages, liabilities or liability of whatever kind or type, whether known or unknown, asserted or unasserted, fixed or contingent, whether at law or in equity, which any Evolus Releasor may have or had, or may claim to have or have had, or may claim in the future to have, against any Daewoong Releasee that arise out of, relate to, or share a common nexus of fact with: (a) the allegations made in or subject matter of the Medytox Actions; (b) any and all orders, remedies, prohibitions, injunctions, damages, losses, or injuries resulting directly or indirectly from the Medytox Actions; (c) any and all allegations concerning Daewoong’s actual or alleged relationship with Dr. Byung Kook Lee; (d) the Evolus-Medytox Settlement Agreements; or (e) any alleged delay or failure (past, present or future) by Daewoong to fulfill an order by Evolus wherein such delay or failure arises from or is related to Medytox’s enforcement or execution of an order or judgment arising from or related to the Medytox Actions or the allegations made in or subject matter of the Medytox Actions. For purposes of clarity and without limiting the foregoing, the release shall encompass, and Daewoong shall not be liable for: any losses or liabilities arising from the Evolus-Medytox Settlement Agreements, including any Evolus indemnification

obligation under any of those Agreements; or any claim that Daewoong is the cause of any interruption or delay (past, present or future) of supply of the Product wherein such interruption or delay arises from or is related to the Medytox Actions or the action of any judicial, executive, legislative, governmental, or regulatory authority arising from, related to, or sharing any common nexus of fact with any allegation made in the Medytox Actions.

5.2.Evolus Releasors expressly waive and relinquish, to the fullest extent permitted by law, the provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, or international or foreign law, which would limit the scope of the release provided above, including any provision which is similar, comparable, or equivalent to Section 1542 of the California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Evolus Releasors acknowledge that they may hereafter discover facts in addition to or different from those which they now believe to be true with respect to the subject matters of the claims released herein, but hereby stipulate and agree that they have fully, finally, and forever settled and released any and all such claims, whether known or unknown, suspected or unsuspected, contingent or non-contingent, concealed or hidden, which now exist or heretofore existed upon any theory of law or equity now existing or coming into existence in the future, without regard to the discovery or existence of such different or additional facts.

6.No Modification of Prior Agreements

6.1.Except as expressly provided herein, nothing contained herein shall be deemed to constitute a waiver of any right under, or modification or amendment of any term of, any prior executed agreement between the Parties, including without limitation the License Agreement.

7.Confidentiality

7.1.The terms and conditions of this Agreement shall be and shall remain at all times strictly confidential. No reference to the terms and conditions of this Agreement can be made in any press release, other publicity or any form of public or commercial advertising without the other Party’s prior written consent; provided, however, that each Party may disclose the terms and conditions of this Agreement: (a) as required upon the advice of counsel pursuant to applicable law, including, without limitation, any US securities laws or the rules or regulations of any US securities exchange, (b) as required by any court or other governmental body, subject to a protective order or other confidentiality order if available; (c) in confidence, to their respective legal

counsel; (d) in confidence, to accountants, banks, and financing sources and their advisors; (e) in confidence, in connection with the enforcement of this Agreement or the exercise of rights under this Agreement; (f) in confidence, in connection with a merger or acquisition or proposed merger or acquisition; (g) as required in litigation, in which case the Parties shall seek the highest level of protection available under the applicable protective order or confidentiality order in place in the matter. Any disclosure pursuant to sections 9(b), (f), (g), shall be made only (to the extent possible) after prior written notice to the other Party has been provided with a reasonable amount of time (presumptively at least [***] ([***]) business days) for the other party to prevent disclosure, object, challenge, or move for a protective order with regard to such disclosure. For sake of clarity and without limiting the foregoing, Evolus shall not disclose the terms, conditions, and existence of this agreement to Medytox, Allergan, AbbVie Inc., or any employee, officer, owner, representative, agent, representative, shareholder, officer, director, subsidiary, division, parent company, affiliate, attorney, insurer, successor, or assignee thereof, unless Daewoong provides prior express written consent.

8.Entire Agreement

8.1.This Agreement, together with the Additional Party Agreements, represent the entire agreement between the Parties with respect to the matters addressed herein and therein, and supersedes all prior understandings, agreements, drafts, negotiations and discussions concerning such subject matters. This Agreement may not be modified, in whole or in part, except in a writing signed by all Parties.

9.Construction

9.1.Counsel for each of the Parties has participated in the drafting of this Agreement as a whole, and no term of this Agreement shall be construed against, or in favor of, any Party by reason of the extent to which that Party’s counsel participated in its drafting.

10.Representation of No Reliance

10.1.The Parties each acknowledge that no person or entity has made any promises, representations, or warranties whatsoever, whether expressed, implied, or statutory, not contained in this Agreement, to induce the execution of this Agreement.

11.Successors & Assigns

11.1.This Agreement is binding on and shall inure to the benefit of the Parties and each of their respective successors and assigns.

12.Notice

12.1.Any notice to be given under this Agreement shall be made by electronic mail (email) and by overnight mail, addressed to the Parties as follows:

If to Daewoong: DAEWOONG PHARMACEUTICAL CO., LTD.
[***]

[***]

[***]
[***]
[***]

with a copy to (which shall

not constitute notice): Kobre & Kim LLP

[***]

If to Evolus: EVOLUS, INC.
[***]
[***]
[***]
[***]

with a copy to (which shall

not constitute notice): O’Melveny & Myers LLP
[***]
[***]
[***]

[***]

13.Governing Law

13.1.This Agreement shall be governed by and construed in accordance with the laws of the State of [***], without giving effect to that body of laws pertaining to conflicts of laws.

14.Counterparts

14.1.This Agreement may be signed in any number of counterparts or copies or on separate signature pages, which when taken together shall be deemed to be an original for all purposes.

15.Severability

15.1.If any term or provision of this Agreement shall be determined to be unenforceable or invalid or illegal in any respect, the unenforceability, invalidity or illegality shall not affect any other term or provision of this Agreement and this Agreement shall be

construed as if such unenforceable, invalid or illegal term or provision had never been contained herein.

16.Section Headings

16.1.Section numbers and headings have been set forth herein for convenience only, and shall not be construed to limit or enlarge any Party’s rights, nor to affect the meaning or interpretation of any part of this Agreement.

17.Modification

17.1.This Agreement shall not be altered, amended, waived, modified, or otherwise changed in any respect except by writing duly executed by authorized representatives of the Parties expressly stating that it is modifying this Agreement. The Parties agree that they will make no claim at any time or place that this Agreement has been orally supplemented, modified, or altered in any respect whatsoever.

18.Attorneys’ Fees and Costs

18.1.Each Party shall bear its own costs, expenses, and attorneys’ fees incurred in connection with the negotiation and execution of this Agreement.

19.Authority to Execute

19.1.The Parties represent that: (a) each Party is duly organized and validly existing under the applicable laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) the individuals who execute this Agreement are duly authorized to execute this Agreement on behalf of the Party that they purport to represent; (c) the Parties have the requisite power and authority to deliver and perform all of their obligations under this Agreement, and have taken all corporate action necessary to authorize the execution of this Agreement and the performance of their obligations under this Agreement; (d) no other signature, act, or authorization is necessary to bind any Party to the provisions of this Agreement; and (e) the Parties named herein are all the necessary and proper parties to this Agreement.

20.Dispute Resolution

20.1.In case any disputes arise out of or in connection with this Agreement or any further amendment thereto, the Parties shall try to resolve such dispute amicably. In the event that the Parties fail to settle this dispute through amicable negotiation, such dispute shall be submitted to and finally settled by arbitration in Singapore in accordance with the rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with such rules. The language to be used in the arbitral proceedings shall be English.

IN WITNESS WHEREOF, I HAVE READ THE FOREGOING CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT, AND I ACCEPT AND AGREE TO THE PROVISIONS CONTAINED THEREIN AND HEREBY EXECUTE IT VOLUNTARILY AND WITH FULL UNDERSTANDING OF ITS CONSEQUENCES.

EVOLUS, INC.

By: /s/ David Moatazedi

Name: David Moatazedi

Title: President and Chief Executive Officer

DAEWOONG PHARMACEUTICAL CO., LTD.

By: /s/ Seng-Ho Jeon

Name: Seng-Ho Jeon

Title: CEO

EVOLUS, INC.

CONVERTIBLE PROMISSORY NOTE CONVERSION AGREEMENT

This Convertible Promissory Note Conversion Agreement (this “Agreement”) is made as of March 23, 2021, by and among Evolus, Inc., a Delaware corporation (the “Company”), and Daewoong Pharmaceutical Co., Ltd. (the “Holder”).

RECITALS

A. The Holder holds a Convertible Promissory Note, dated as of July 30, 2020 in the original principal sum of $40,000,000 (the “Note”) issued by the Company in favor of Holder pursuant to that certain Convertible Promissory Note Purchase Agreement (the “Purchase Agreement”) by and between Company and Holder dated as of July 6, 2020;

B. Upon certain terms and conditions set forth in the Note, the Note is convertible into shares of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), at a conversion price of $13.00 per share (the “Conversion Price”);

C. As of the Closing (as defined below), the Note shall have an outstanding principal balance together with all accrued and unpaid interest and any other amounts due to the Holder in connection therewith as of the Closing equal to $40,779,303 (the “Outstanding Balance”);

D. In connection with the entry of the parties into the other Transaction Documents (as defined below), the Holder desires to convert the Outstanding Balance into 3,136,869 shares of Common Stock (the “Securities”) in complete satisfaction of any amounts due under the Note, and the Company consents to such conversion in accordance with the terms and conditions hereof.

AGREEMENT

In consideration of the mutual promises contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties to this Agreement agree as follows:

1.Waiver; Conversion; Cancellation of Note.

(a)Waiver of Note Provisions. The parties acknowledge that the Note contains certain terms and conditions related to the conversion of the Outstanding Balance and the Company and the Holder each hereby waive any such requirements in full. Without limiting the foregoing, each of the Company and the Holder hereby (i) agree that this Agreement constitutes the written notice required under Section 3(f) of the Note to increase the Beneficial Ownership Limit to 9.99% and (ii) waive the sixty one (61) day notice requirement relating thereto.

(b)Conversion. The Holder hereby agrees that on the Closing, the Outstanding Balance will be automatically converted into the Securities (the “Conversion”), and in connection with such Conversion, upon the satisfaction or waiver of each of the conditions set forth in Section 4 and Section 5 of this Agreement, Holder will have no further rights under the Note and such Note shall be deemed cancelled and satisfied in full and be of no further force or effect without need for further action by the Company or Holder. At the Closing, the Company shall deliver or cause its transfer agent to

deliver evidence to Holder that the Securities have been issued in book entry form. The parties hereby acknowledge and agree that Holder is making no cash payments in consideration for the Conversion and any payments made under any of the other Transaction Documents are not and shall not be deemed to be consideration for the Conversion.

(c)Closing; Delivery. The Conversion shall take place at the offices of O’Melveny & Myers LLP, 610 Newport Center Drive, 17th Floor, Newport Beach, CA 92660, at 10:00 a.m., on March 25, 2021 or such other time as the parties shall mutually agree (which time and place are designated as the “Closing”).

2.Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder that as of the Closing:

(a)Organization, Standing and Power. Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing, to the extent applicable, under the laws of its jurisdiction of incorporation or organization, and has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified and in good standing, to the extent applicable, to do business as a foreign corporation or other legal entity in each other jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except in each case where the failure to so qualify would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. None of the Company or any of its Subsidiaries is in violation of its Organizational Documents.

(b)Authority. The Company has all necessary power and authority to execute and deliver this Agreement and each of the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the Conversion. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the Conversion have been duly and validly authorized by all necessary action, and no other proceedings on the part of the Company are necessary to authorize this Agreement and each of the other Transaction Documents or to consummate the Conversion. This Agreement and each of the other Transaction Documents, when executed and delivered by the Company and assuming due authorization, execution and delivery by the Holder, constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Board of Directors of the Company has determined, at a duly convened meeting or pursuant to a unanimous written consent, that the consummation of the Conversion (including without limitation the issuance of the Securities), are in the best interests of the Company.

(c)No Conflict; Required Filings and Consents.

(i)The execution and delivery of this Agreement and each of the other Transaction Documents by the Company do not, and the consummation by the Company of the Conversion will not, conflict with, result in a violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on, or the loss of, any assets pursuant to: (A) any provision of the Organizational Documents of the Company or (B) except as, in the aggregate, would not reasonably be likely to have a Company Material Adverse Effect,

subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (ii) below, (1) any loan, credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise or license of the Company or any Subsidiary of the Company, or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets.

(ii)The execution and delivery of this Agreement and each of the other Transaction Documents by the Company do not, and the consummation of the Conversion by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority or any other Person, other than:

(1)filings and reports required under the Exchange Act;

(2)any filings pursuant to Regulation D of the Securities Act or required by applicable state securities laws; and

(3)compliance with the rules and regulations of Nasdaq (including any required notice of the Conversion and the application to list the Securities with Nasdaq), if required.

(d)Capitalization. Immediately following the Closing, there will be 43,732,996 shares of Common Stock issued and outstanding.

(e)SEC Filings; Financial Statements.

(i)The Company (1) has filed all reports required to be filed by Section 13 of the Exchange Act during the preceding 12 months, other than Form 8-K reports, and (2) is subject to the reporting requirements of Section 13 of the Exchange Act, and has been subject to such requirements for the past 90 days. The Company has filed on a timely basis the SEC Reports. The SEC Reports (A) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (B) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(ii)Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and, in the case of quarterly financial statements, as permitted by Quarterly Reports on Form 10-Q under the Exchange Act) and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments).

(f)Material Changes. Since the date of the latest audited financial statements included within the SEC Reports, except as disclosed in subsequent SEC Reports filed prior to the date hereof, there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. Since the date of the latest audited financial statements included within the SEC Reports, except for the transactions contemplated by this Agreement, no event, liability or development has occurred or exists with respect to

the Company or its Subsidiaries or their respective business, properties, operations or financial condition that is required to have been disclosed by the Company under applicable U.S. federal securities laws at the time this representation is made that has not been publicly disclosed at least one Business Day prior to the date that this representation is made.

(g)Compliance. Except as disclosed in the SEC Reports, neither the Company nor any of its Subsidiaries (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any of its Subsidiaries under), nor has the Company or any of its Subsidiaries received written notice of a claim that it is in default under or that it is in violation of, any loan, credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license or other contract (whether or not such default or violation has been waived), (ii) is in violation of any order of which the Company or any of its Subsidiaries has been made aware in writing of any court, arbitrator or governmental body having jurisdiction over the Company or any of its Subsidiaries or their respective properties or assets, or (iii) is in violation of, or in receipt of written notice that it is in violation of, any statute, rule or regulation of any Governmental Authority applicable to the Company or any of its Subsidiaries, except in each case as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(h)Brokers. No broker, finder, investment banker or other person is entitled to any brokerage, finder’s or other fee or commission in connection with the Conversion based upon arrangements made by or on behalf of the Company.

(i)Private Placement. Assuming the accuracy of the Holder’s representations and warranties set forth herein, (i) no registration under the Securities Act is required for the Conversion and (ii) the Conversion does not contravene the rules and regulations of Nasdaq.

(j)Listing and Maintenance Requirements. The Securities are registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to terminate the registration of the Securities under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. The Company is in compliance in all material respects with the listing and maintenance requirements for continued trading of the Securities on Nasdaq. To the extent required, the Securities issuable hereunder will be approved for listing with Nasdaq in accordance with its listing standards.

(k)Authorized Securities. The Company has sufficient authorized but unissued shares of its Common Stock sufficient to complete the Conversion.

(l)Oxford Loan. (i) All obligations under that certain Loan and Security Agreement, dated as of March 15, 2019, by and among the Company, Oxford Finance LLC, as collateral agent for the lenders (the “Collateral Agent”) and the lenders from time to time party thereto (the “Lenders”) have been fully paid in cash, (ii) the Lenders have no commitment or obligation to lend any further funds to the Company, and (iii) all financing agreements among the Collateral Agent and the Lenders and the Company have been terminated.

3.Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company as of the Closing that:

(a)Organization. The Holder is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has the requisite power and authority and all necessary

governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized or existing or to have such power, authority and governmental approvals would not prevent or delay consummation of the Conversion, or otherwise prevent the Holder from performing its obligations under this Agreement and any of the other Transaction Documents.

(b)Authority. The Holder has all necessary power and authority to execute and deliver this Agreement and any of the other Transaction Documents, to perform its obligations hereunder and thereunder, and to consummate the Conversion. The execution and delivery of this Agreement and the other Transaction Documents by the Holder and the consummation by the Holder of the Conversion have been duly and validly authorized by all necessary action, and no other proceedings on the part of the Holder are necessary to authorize this Agreement or any of the other Transaction Documents or to consummate the Conversion. This Agreement and each of the other Transaction Documents has been duly and validly executed and delivered by the Holder, and, assuming due authorization, execution and delivery by the Company, constitute legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c)No Conflict; Required Filings and Consents.

(i)The execution and delivery of this Agreement and each of the other Transaction Documents by the Holder does not, and the consummation by the Holder of the Conversion will not, conflict with, or result in a violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on, or the loss of, any assets pursuant to: (A) any provision of the Organizational Documents of the Holder or (B) except as, in the aggregate, would not reasonably be likely to have a Holder Material Adverse Effect, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (ii) below, (1) any loan, credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Holder or any Subsidiary of the Holder or their respective properties or assets.

(ii)Except for foreign exchange reports and filings required under Korean law, the execution and delivery of this Agreement and each of the other Transaction Documents by the Holder do not, and the consummation of the Conversion by the Holder does not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority or any other Person.

(d)Non-Distribution. The Holder is purchasing the Securities for its own account for investment purposes only and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable laws.

(e)Accredited Investor Status. The Holder is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act. The Holder was not organized solely for the purpose of acquiring the Securities.

(f)Reliance on Exemptions. The Holder understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.

(g)Information. The Holder and its advisors have been furnished with all materials relating to the business, finances and operations of the Company and its Subsidiaries and materials relating to the offer and sale of the Securities, which have been requested by the Holder. The Holder and its advisors have been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers to any such inquiries. The Holder understands that its investment in the Securities involves a high degree of risk. The Holder has sought such accounting, legal, tax and other advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. The Holder is able to bear the economic risk of holding the Securities for an indefinite period of time (including total loss of its investment) and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of such investment.

(h)Transfer or Resale. The Holder understands that the Securities have not been and are not being registered under the Securities Act or any state securities laws and may not be transferred unless subsequently registered thereunder or sold or transferred pursuant to an exemption from such registration.

(i)Legend. The Holder understands that the Securities will bear the following legend(s):

(i)“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

(ii)Any legend required by the Blue Sky laws of any state to the extent such laws are applicable to the Securities.

(j)Reserved.

(k)Brokers. No broker, finder, investment banker or other person is entitled to any brokerage, finder’s or other fee or commission in connection with the Conversion based upon arrangements made by or on behalf of the Holder.

(l)Ownership of Note. The Holder represents and warrants to the Company that Holder has, and at the time immediately prior to the Closing, it will have, good and valid title to the Note,

free and clear of all liens, security interests, encumbrances, equities and claims, with no defects of title whatsoever.

4.Conditions of the Holders’ Obligations at Closing. The obligations of the Holder to the Company under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

(a)Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct on and as of the Closing.

(b)Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective as of the Closing.

(c)Settlement Agreement. The Company and the Holder shall have each executed and delivered the Settlement Agreement.

(d)Amendment to License Agreement. The Company and the Holder shall each have executed and delivered the Amendment to License Agreement.

5.Conditions of the Company’s Obligations at Closing. The obligations of the Company to the Holder under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

(a)Representations and Warranties. The representations and warranties of the Holder contained in Section 3 shall be true and correct on and as of the Closing.

(c)Settlement Agreement. The Company and the Holder shall have each executed and delivered the Settlement Agreement.

(d)Amendment to License Agreement. The Company and the Holder shall each have executed and delivered the Amendment to License Agreement.

6.Covenants.

(a)Public Announcements. The parties shall consult with each other before issuing any press release with respect to this Agreement or the Conversion and neither shall issue any such press release, make any such public statement or make any filings required by Law without the prior consent of the other, which consent shall not be unreasonably withheld or delayed; provided, however, that a party may, without the prior consent of the other party, issue such press release, make such public statement or disclosure or make such required filing as may upon the advice of counsel be required by Law or any exchange on which the Company’s securities are listed if, to the extent time permits, it has used all reasonable efforts to consult with the other party prior thereto; provided, further, however, that a party may publish, make, repeat or otherwise use any statement previously consented to by the other unless and

until such other party objects in writing to the use thereof. Notwithstanding the foregoing, Holder may make any foreign exchange reports and filings required under Korean law without providing notice to, or obtaining consent from, the Company.

(b)Reporting Requirements; Rule 144. Until the first anniversary of the date of this Agreement, the Company shall use its commercially reasonable efforts (i) to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and (ii) to timely file all forms, reports and documents required to be filed by the Company with the SEC (including the exhibits thereto and documents incorporated by reference therein), including pursuant to Section 13(a) or 15(d) of the Exchange Act to enable Holder to sell the Securities without registration under the Securities Act consistent with the exemptions from registration under the Securities Act provided by (A) Rule 144 under the Securities Act, as amended from time to time, or (B) any similar SEC rule or regulation then in effect.

(c)Nasdaq. The Company will use its commercially reasonable efforts to maintain the registration and listing of its Common Stock on Nasdaq. The Company shall file promptly with Nasdaq a Listing of Additional Shares notification for the Securities and shall use its commercially reasonable efforts to effect the listing of such Securities on Nasdaq. The Company shall pay all fees in connection with such listing of such Securities.

(d)Legends. Upon request of the holder of the Securities, the legend(s) described in Section 3(i) shall be removed and the Company shall (to the extent such shares are certificated) cause its transfer agent to issue a certificate or certificates without such legend to such holder, unless otherwise required by federal or state securities laws or unless the Company, with the advice of counsel, reasonably determines that such removal is appropriate.

7.Defined Terms. For purposes of this Agreement, the following terms shall have the following meanings:

(a)“Action” shall mean any action, suit, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against the Company, any Subsidiary of the Company or any of their respective properties or any officer, director or employee of the Company or any Subsidiary of the Company acting in his or her capacity as an officer, director or employee before or by any federal, state, county, local or foreign court, arbitrator, governmental or administrative agency, or regulatory authority.

(b)“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.

(c)“Amendment to License Agreement” shall mean that certain Third Amendment to the License and Supply Agreement dated of as September 30, 2013, by and between the Company and the Holder, dated as of the date hereof.

(d)“Business Day” shall mean any day other than (i) a Saturday or a Sunday or (ii) a day on which banking and savings and loan institutions are authorized or required by Law to be closed in Los Angeles, CA.

(e)“Code” shall mean the Internal Revenue Code of 1986, as amended.

(f)“Company Material Adverse Effect” shall mean, when used in connection with the Company or any of its Subsidiaries, any event, circumstance, change or effect individually or collectively with one or more other events, circumstances, changes or effects, that (i) has had, or is reasonably likely to have, a material adverse effect on the business, assets, financial condition or results of operations of the Company and its Subsidiaries taken as a whole, or (ii) is, or is reasonably likely to, prevent or materially delay the consummation of the Conversion; provided, however, that any event, circumstance, change or effect resulting from any of the following, individually or collectively, will not be considered when determining whether a Company Material Adverse Effect has occurred for purposes of clause (i) above: (A) any change in economic conditions generally or capital and financial markets generally, including changes in interest or exchange rates, (B) any change in the industry generally in which the Company or its Subsidiaries operate, (C) any change in Laws or accounting standards, or the enforcement or interpretation thereof, applicable to the Company or its Subsidiaries, (D) conditions in jurisdictions in which the Company or its Subsidiaries operate, including a pandemic, hostilities, acts of war, sabotage, terrorism or military actions, or any escalation or worsening of any of the foregoing, (E) any action taken by the Holder and any of its Affiliates or representatives, (F) any hurricane, flood, tornado, earthquake or other natural disaster, (G) the failure in and of itself of the Company or its Subsidiaries to achieve any financial projections, forecasts or timing or predictions related to re-launching the Company’s toxin related products (but not the underlying cause of such failure), (H) changes in the trading price or trading volume of the Company’s Common Stock (I) any change in the status of, or the resolution of, any Action disclosed in the SEC Reports or (J) any change in the limited exclusion order or cease and desist order issued by the U.S. International Trade Commission in investigation no. 337-TA-1145; provided, that any adverse effects resulting from matters described in any of the foregoing clauses (A), (B), (C), (D), (F) or (H) may be taken into account in determining whether there is or has been a Company Material Adverse Effect to the extent, and only to the extent, that they have a materially disproportionate effect on the Company or its Subsidiaries relative to other participants in the industries or geographies in which the Company or its Subsidiaries operate.

(g)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(h)“GAAP” shall mean generally accepted accounting principles in the United States.

(i)“Governmental Authority” shall mean any national, federal, state, provincial or local governmental, regulatory or administrative authority, agency, instrumentality, commission, court, tribunal, arbitral body or self-regulated entity, whether domestic or foreign.

(j)“Holder Material Adverse Effect” shall mean, with respect to the Holder, any event, circumstance, change or effect individually or collectively with one or more other events, circumstances, changes or effects, that is or would be reasonably likely to prevent or materially delay the consummation of the Conversion.

(k)“Laws” shall include all foreign, federal, state and local laws, statutes, ordinances, rules, regulations, orders, judgments and decrees.]

(l)“Liens” shall mean any liens, pledges, security interests, claims, options, rights of first offer or refusal, charges or other encumbrances.

(m)“Nasdaq” means The Nasdaq Stock Market.

(n)“Organizational Documents” shall mean, with respect to any entity, the certificate or articles of incorporation and by-laws of such entity, or any similar organizational documents of such entity in effect as of the date of this Agreement.

(o)“Person” shall mean any individual, firm, corporation, partnership, limited liability company or other entity, and shall include any successor (by merger, amalgamation or otherwise) of such entity.

(p)“SEC” shall mean the United States Securities and Exchange Commission.

(q)“SEC Reports” shall mean the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on February 25, 2020, the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, filed with the SEC on May 11, 2020, August 10, 2020 and October 29, 2020, respectively, the Company’s Current Reports on Form 8-K filed with the SEC on July 7, 2020, August 10, 2020, October 22, 2020, October 29, 2020, November 19, 2020, December 16, 2020, January 5, 2021, February 16, 2021, February 19, 2021, February 23, 2021 and February 26, 2021, and the information specifically incorporated into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 from the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 17, 2020, as amended (including, in each case, the exhibits thereto and documents incorporated by reference therein).

(r)“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(s)“Settlement Agreement” shall mean that certain Confidential Settlement and Release Agreement by and between the Company and the Holder, dated as of the date hereof.

(t)“Subsidiary” shall mean, when used with respect to the Holder, any other Person that the Holder directly or indirectly owns or has the power to vote or control more than 50.0% of (i) any class or series of capital stock of such Person, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such Person.

(u)“Transaction Documents” shall mean this Agreement, the Amendment to License Agreement, the Settlement Agreement, all exhibits and schedules hereto and thereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

8.Miscellaneous.

(a)Survival. The representations, warranties and covenants contained in this Agreement shall survive the Closing for a period of one year.

(b)Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(c)Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(i) This Agreement 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 Agreement 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 Agreement, and the parties hereby agree and submit to the personal jurisdiction and venue thereof.

(iii) THE COMPANY AND THE HOLDER EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE COMPANY AND THE HOLDER 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 THE COMPANY AND THE HOLDER MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

(d)Counterparts. This Agreement 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 Agreement may also be executed and delivered by facsimile or other electronic delivery of signature.

(e)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.

(f)Notices. Any notice or communication provided for by this Agreement 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 or the Holder 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.

(g)Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Company and the Holder (which may be withheld by each of the Company and the Holder in their respective sole and absolute discretion).

(h)Severability. If one or more provisions of this Agreement 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 Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(i)Entire Agreement. This Agreement, and any 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.

(j)Expenses. The Company and the Holder shall each bear its respective expenses and legal fees incurred with respect to this Agreement and the transactions contemplated hereby.

[Signature page follows]

The parties have executed this Convertible Promissory Note Conversion Agreement as of the date first written above.

COMPANY:

EVOLUS, INC.

By: /s/ David Moatazedi

Name: David Moatazedi

Title: President & CEO

Address: 520 Newport Center Dr.,

Suite 1200

Newport Beach, CA 92660

HOLDER:

DAEWOONG PHARMACEUTICAL CO., LTD.

By: /s/ Seng-Ho Jeon

Name: Seng-Ho Jeon

Title: CEO

Address:

35-14, Jeyakgongdan 4-gil, Hyangnam-eup

Hwaseong-si, Gyeonggi-do

Republic of Korea

THIRD AMENDMENT

This Third Amendment (“Third Amendment”) is entered into on March 23, 2021 (“Third Amendment Effective Date”) by and between Daewoong Pharmaceutical Co., Ltd. (“DAEWOONG”) and Evolus Inc. (“EVOLUS”) and amends that certain License & Supply Agreement between the Parties dated September 30, 2013, as amended by that certain First Amendment dated February 26, 2014 and that certain Second Amendment dated July 15, 2014 (collectively, the “Original Agreement”).

The Parties, for their mutual benefit, now wish to amend the Original Agreement. Capitalized terms herein used which are not herein defined shall have the respective meanings ascribed to them in the Original Agreement. All references to the term “Agreement” in the Original Agreement shall be deemed to include all of the terms and conditions of this Third Amendment.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1.Condition to this Third Amendment. As a condition to the entry into this Third Amendment, DAEWOONG shall simultaneously enter into certain other agreements, to wit: Addendum to the Exclusive Distribution and Supply Agreement by and among EVOLUS, DAEWOONG and Clarion Medical Technologies, Inc., the Convertible Promissory Note Conversion Agreement between DAEWOONG and EVOLUS, the Confidential Settlement and Release Agreement by and between DAEWOONG and EVOLUS (“EVOLUS DAEWOONG Settlement Agreement”).

2.AMENDMENTS.

(a)Definition of Territory. The definition of “Territory” in Section 1.36 of the Original Agreement is hereby deleted in its entirety and replaced with the following for purposes of the aesthetic indications of the Product:

“Territory” means the United States of America and its territories and possessions (the “US Territory”), the European Territories, Russia, Commonwealth of Independent States (for the avoidance doubt, excluding Ukraine) (“CIS”), South Africa, Canada, Australia and Japan. As used herein, the “European Territories” means, collectively, (i) all of the member states of the European Union as of the Third Amendment Effective Date, (ii) the United Kingdom (iii) Switzerland, and (iii) all other members and cooperating countries of the European Economic Area as of the Third Amendment Effective Date. Each of the US Territory, the European Territories, Russia, CIS, South Africa, Canada, Australia, and Japan will be referred to collectively as the “Sub-Territories” and each individually a “Sub-Territory”. In the event that EVOLUS fails to submit an application for either (a) Marketing Authorization or (b) to start clinical trials (an “Application”) in each of Russia, CIS, South Africa or Australia within [***] ([***]) months of the Third Amendment Effective Date, the definition of “Territory” shall no longer include such Sub-Territory in which EVOLUS failed to submit an Application and the corresponding Target Performance for such Sub-Territory on Annex B shall be deleted and deemed to be of no further force and effect . Provided, however, if EVOLUS is making its best efforts to, and is diligently pursuing in good faith to, submit an Application in such Sub-Territory prior to the expiration of [***] ([***]) months of the Third Amendment Effective Date, then the period to submit the Application may be extended for a reasonable time as determined between the Parties working together in good faith.

(b)Modification of Sections 4.2 and 4.10. References in Sections 4.2 and 4.10 to “[***] ([***]) months” are hereby modified to “[***] ([***]) months” with respect to the binding portion of the Forecasts and Safety Stock with respect to the European Territories only.

(c)Amendment of Section 5.1. Section 5.1 of the Original Agreement is hereby amended and restated in its entirety and replaced with the following.

“5.1 EVOLUS Minimum Annual Purchases Requirement.

(a) Subject to Section 5.1(b), If EVOLUS fails to achieve the Minimum Annual Purchases, as specified in Annex B for a specific Sub-Territory, DAEWOONG may, upon thirty (30) days’ prior written notice to EVOLUS, elect to convert the exclusive license to EVOLUS to a non-exclusive license in such specific Sub-Territory and, at its sole discretion, grant non-exclusive licenses to other Persons to market Product in such specific Sub-Territory.

(b) Notwithstanding the foregoing, if EVOLUS fails to achieve the Minimum Annual Purchases in any Sub-Territory, but EVOLUS both (i) achieves [***]% or greater than the Target Performance, as specified in Annex B in any such Sub-Territory (“Target Performance”) and (ii) achieves [***]% of the total aggregate Target Performance calculated for the aggregate of all Sub-Territories collectively, then EVOLUS shall maintain exclusivity for all Sub-Territories. Provided, however, that, if EVOLUS fails to achieve at least [***]% of the Target Performance in a specific Sub-Territory, then regardless of the achievement of any aggregate Target Performance, DAEWOONG may, upon thirty (30) days’ prior written notice to EVOLUS, elect to convert the exclusive license to EVOLUS to a non-exclusive license in such specific Sub-Territory in which the Target Performance is less than [***]% and, at its sole discretion, grant non-exclusive licenses to other Persons to market Product in such specific Sub-Territory.”

(d)[Reserved]

(e)Amendment of Section 7.9. Section 7.9 of the Original Agreement is hereby amended and restated in its entirety and replaced with the following.

“7.9 All Product supplied by DAEWOONG to EVOLUS shall have, at time of receipt by EVOLUS, (i) [***]% of DAEWOONG’s shelf life in the case of Product for the US Territory, Russia, CIS, South Africa, Australia, Canada, and Japan or (ii) 20 months of DAEWOONG’s shelf life in the case of Product for the European Territories, in each case such shelf life defined as approved by the Governmental Authority granting Governmental Approval in the applicable Sub-Territory; provided, however, if the approved shelf life of a specific format of the Product is less than [***] months, then DAEWOONG will use Commercially Reasonable Efforts to maximize shelf life by manufacturing the Product on an as received basis (that is the shelf life will be the approved shelf life less the lead time to manufacture and supply the Product) and provided further that so long as the approved shelf-life for a specific format of the Product is less than [***] months, DAEWOONG shall have no obligation to produce Safety Stock for the specific format of the Product under Section 4.10. Subject to Product being supplied with the shelf life as set forth above, (a) DAEWOONG shall not be responsible for any expired units of the Product, including without limitation to those returned by wholesalers, pharmacists, doctors, or other Persons to whom EVOLUS sold the Product in the Territory, and (b) EVOLUS shall not be entitled to any replacement of the expired Product or to any compensation of any kind from DAEWOONG for such expired Product.”

Page 2

(f)Amendment of Section 7.12. The following is added to the end of Section 7.12 of the Original Agreement.

“Notwithstanding any other provision of this Agreement or any Amendment thereto, if DAEWOONG is found to be liable under this Agreement (including liable for indemnification under this Section 7.12) in connection with any Claim arising from the European Territories, Russia, Canada, CIS, and South Africa, and such finding of liability includes a finding that DAEWOONG is required to pay indemnification, damages or other compensation based upon a calculation of lost profits, such lost profits shall be calculated by using the pricing as stated in Annex B of the Original Agreement (the “Reduced Damage Calculation”). For clarity, such Reduced Damage Calculation shall not be calculated by using the pricing in Annex B as amended and restated pursuant to Section 2(k) of the Third Amendment; provided, however, that the Reduced Damage Calculation shall not apply to any Claim which is determined to be based upon harm willfully inflicted or caused by the gross or wanton negligence of DAEWOONG. In such case, lost profits shall not be calculated under the Reduced Damage Calculation, but shall instead be calculated using the pricing in Annex B as amended and restated pursuant to Section 2(k) of the Third Amendment. For clarity, this Amendment to Section 7.12 does not modify any applicable rule of law regarding the recoverability of lost profits or the method of calculation of lost profits if recoverable other than that if the pricing in Annex B is a component of the calculation, then the terms of this Amendment to Section 7.12 shall govern whether the original or amended pricing is to be used.”

(g)Amendment of Section 9.5. Section 9.5 of the Original Agreement is hereby amended and restated in its entirety and replaced with the following.

“9.5 Subject to the EVOLUS Regulatory Right, EVOLUS shall provide DAEWOONG and DAEWOONG shall have the right to freely use (with such use occurring exclusively outside the Territory (as of the Third Amendment Effective Date) and not for the direct or indirect purpose of obtaining or pursuing any Governmental Approval or any other purpose in the Territory (as of the Third Amendment Effective Date)) all documents and information relating to Regulatory Approvals including but not limited to: (a) full dossiers and/or any other submitted documents to Governmental Authorities; (b) all correspondence and communication exchanged with Governmental Authorities; (c) any certificate of Drug Registrations in Territory related to Product issued by Governmental Authorities; (d) any “Certificate(s) of Pharmaceutical Product” and/or “Certificate(s) of Free Sales” based upon the Regulatory Approval and (e) any other regulatory documents. DAEWOONG shall use such documents and information in a truthful and non-misleading manner and shall not prejudice the use of such documents or information or the Regulatory Approvals by EVOLUS within the Territory. EVOLUS shall use Commercially Reasonable Efforts to provide such documents and information within 14 days from the request of DAEWOONG, and to the extent delayed, shall promptly provide the documents and information as soon as possible thereafter.”

(h)Addition of Section 13.8. Section 13.8 shall be added to the Original Agreement as follows.

“13.8 In view of EVOLUS’s having entered into certain agreements with Medytox Inc. (“Medytox”) on February 18, 2021, including the “Evolus-Medytox US Settlement” and the “Evolus-Medytox ROW Settlement” as the terms are defined in the preamble of the EVOLUS DAEWOONG Settlement Agreement, EVOLUS hereby acknowledges and agrees to the following:

Page 3

(a) In addition to and notwithstanding anything to the contrary under the confidentiality provisions of Article 14, during the Term of this Agreement and even after the expiration or termination of this Agreement regardless of the reason therefor, EVOLUS shall not provide, disclose, furnish, supply, or otherwise make available to Medytox and its employees, officers, owners, representatives, agents, partners, directors, subsidiaries, divisions, parent companies, affiliates, attorneys, insurers, successors, and assignees any Confidential Information of DAEWOONG without DAEWOONG’s prior written consent thereto, regardless of any contractual obligations EVOLUS may have or may deem itself to have under its agreements with Medytox, including but not limited to, the Evolus-Medytox ROW Settlement. Breach of the foregoing provision shall be considered a Default that is not capable of cure under Section 16.1 of this Agreement.

(b) Notwithstanding Section 18.3 of this Agreement, the provisions under this Section 13.8 (a) shall survive expiration or termination of this Agreement.

(c) EVOLUS’s discussions with Medytox and its employees, officers, owners, representatives, agents, partners, directors, subsidiaries, divisions, parent companies, affiliates, attorneys, insurers, successors, and assignees, including those conducted under Section 8.2 of the Evolus-Medytox ROW Settlement shall not unduly affect or in any way compromise (i) the purpose and activities (including the input on Product development and Commercialization Plans) of the JSC under Article 11 of this Agreement, including but not limited to the JSC’s duty to exercise such authority in good faith under Section 11.3 and/or (ii) DAEWOONG’s rights and obligations arising under this Agreement.

(i)Amendment of Section 16.3. Section 16.3 of the Original Agreement is hereby amended and restated in its entirety and replaced with the following

“16.3 Subject to the terms and conditions of Section 5.1, DAEWOONG shall have the right to elect to make all licenses granted to EVOLUS under this Agreement non-exclusive in such specific Sub-Territory upon thirty (30) day written notice to EVOLUS for EVOLUS’ failure to achieve the Minimum Annual Purchases in such specific Sub-Territory.”

(j)Amendment of Section 23.1. Section 23.1 of the Original Agreement is hereby amended and restated in its entirety and replaced with the following.

“23.1 EVOLUS shall autonomously perform its duties and obligations hereunder and shall not sub-contract or assign the same or any part thereof to any other person whatsoever without the prior written consent of DAEWOONG; provided, however, that (a) EVOLUS may assign this Agreement, including its duties and obligations hereunder to an Affiliate; and (b) EVOLUS may assign this Agreement in connection with any sale or transfer of the business to which this Agreement relates, whether by sale of assets, sale of stock, merger or otherwise; provided, further, however, that the assignee or successor of the business has the financial wherewithal to continue the obligation under this agreement, and the assignee or successor shall assume and/or take all of the duties and obligations under this Agreement.

The assignee or successor must agree in writing to be bound by the terms of this agreement prior to the assignment. Any attempted assignment in violation of the foregoing shall be null and void.”

Page 4

(k)Annex B Amendment. Annex B of the Original Agreement is hereby amended and restated with respect to the Territory for aesthetic uses of the product as set forth on Annex B attached to this Third Amendment. The parties agree that there are no Minimum Annual Purchases for Therapeutic Use.

3.Counterparts. This Third Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. Signatures to this Third Amendment transmitted by facsimile, email, portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of this Agreement shall have the same effect as the physical delivery of the paper document bearing original signatures.

4.No Other Amendments. Except as herein set forth, the Original Agreement has not been modified and, as amended by this Third Amendment, remains of full force and effect. This Third Amendment does not amend any terms related to the Therapeutic Use of the Product, which terms shall be set forth in a separate agreement. To the extent there are any inconsistencies or ambiguities between the specific subject matter of this Third Amendment and the Original Agreement, the terms of this Third Amendment shall supersede the Original Agreement.

Page 5

In Witness Whereof, the duly authorized representatives of the Parties have executed this Third Amendment effective as of the Third Amendment Effective Date.


DAEWOONG PHARMACEUTICAL CO., LTD.			EVOLUS INC.
By: /s/ Seng-Ho Jeon Name: Seng-Ho Jeon Title: CEO & President			By: /s/ David Moatazedi Name: David Moatazedi Title: CEO & President

Page 6

Annex B

Product Price and Minimum Annual Purchases

A Minimum Annual Purchase shall mean [***] ([***]) % of the Target Performance stated in the Tables below.

1. Target Performance for US Territory of aesthetic use *

(volume calculation based on [***] IU)

Product

Price per Unit

1st Year

2nd Year

3rd Year

4th Year

5th Year

Jeuveau®

[***]

(volume calculation based on [***] IU)

Product

Price per Unit

1st Year

2nd Year

3rd Year

4th Year

5th Year

Jeuveau®

[***]

* In the event that EVOLUS fails to achieve the Minimum Annual Purchases in the US Territory as described above (i.e., [***]% of the targeted performance for the US Territory), but EVOLUS or its Affiliates have achieved at least [***]% of the target performance by market share in the US Territory based upon the table set forth below, then EVOLUS and its Affiliates shall be deemed to have met the Annual Purchase Minimums for the US Territory for the applicable year. For the avoidance of doubt, if the Minimum Annual Purchase quantities are accomplished for the US Territory for any given year, then EVOLUS shall have met the Minimum Annual Purchases for the US Territory in such year regardless of the market share criteria set forth below.

Target percentage of market share for US Territories of aesthetic use

Product

Price per Unit

1st Year

2nd Year

3rd Year

4th Year

5th Year

Jeuveau®

[***]

2. Target Performance for European territories of aesthetic use *

(volume calculation based on [***] IU)

Product

Price per Unit

1st Year

2nd Year

3rd Year

4th Year

5th Year

Nuceiva™

[***]

* In the event that EVOLUS fails to achieve the Minimum Annual Purchases in the European Territory as described above (i.e., [***]% of the targeted performance for the European), but EVOLUS or its Affiliates have achieved at least [***]% of the target performance by market share in the European Territory based upon the table set forth below, then EVOLUS and its Affiliates shall be deemed to have met the Annual Purchase Minimums for the European Territory for the applicable year. For the

Page 7

avoidance of doubt, if the Minimum Annual Purchase quantities are accomplished for any given year in the European Territory, then EVOLUS shall have met the Minimum Annual Purchases for the European Territory in such year regardless of the market share criteria set forth below.

**In advance of the Commercial Launch of the [***] of the Product in the European Territories: (1) the first shipped lot shall be at a price of $[***] per [***] vial and (2) thereafter for a period of [***] after the first shipment date of the 50IU format in the European Territories, EVOLUS shall be permitted to purchase [***] vial of [***] free of charge (“Sample Vials”) for every [***] purchased at the price set forth in the table above. Sample Vials shall not count towards the attainment of the target performance or Minimum Annual Purchases

* Target percentage of market share for European Territories of aesthetic use

Product

Price per Unit

1st Year

2nd Year

3rd Year

4th Year

5th Year

Nuceiva ™

[***]

3. Target Performance for Russia, CIS and South Africa

Russia

(volume calculation based on [***] IU)

Product

Price per Unit

1st Year

2nd Year

3rd Year

4th Year

5th Year

Nuceiva™

[***]

CIS

(volume calculation based on [***] IU)

Product

Price per Unit

1st Year

2nd Year

3rd Year

4th Year

5th Year

Nuceiva™

[***]

South Africa

(volume calculation based on [***] IU)

Product

Price per Unit

1st Year

2nd Year

3rd Year

4th Year

5th Year

Nuceiva™

[***]

Page 8

* In the event that EVOLUS fails to achieve the Minimum Annual Purchases in Russia, CIS or South Africa territory as described above (i.e., [***]% of the targeted performance for such territory, but EVOLUS or its Affiliates have achieved at least [***]% of the target performance by market share in such territory based upon the table set forth below, then EVOLUS and its Affiliates shall be deemed to have met the Annual Purchase Minimums for the applicable territory for the applicable year. For the avoidance of doubt, if the Minimum Annual Purchase quantities are accomplished for any given year in the applicable territory, then EVOLUS shall have met the Minimum Annual Purchases for the applicable territory in such year regardless of the market share criteria set forth below.

Target percentage of market share for Russia, CIS, South Africa of aesthetic use

Product

Price per Unit

1st Year

2nd Year

3rd Year

4th Year

5th Year

Nuceiva ™

[***]

4. Target Performance for Canada of aesthetic use*

(volume calculation based on [***] IU)

For purposes of Canada only, the 1st Year shall start October 1, 2020

Product

Price per Unit

1st Year

2nd Year

3rd Year

4th Year

5th Year

Nuceiva™

[***]

* In the event that EVOLUS fails to achieve the Minimum Annual Purchases in Canada as described above (i.e., [***]% of the targeted performance for Canada), but EVOLUS or its Affiliates have achieved at least [***]% of the target performance by market share in Canada based upon the table set forth below, then EVOLUS and its Affiliates shall be deemed to have met the Annual Purchase Minimums for the Canada for the applicable year. For the avoidance of doubt, if the Minimum Annual Purchase quantities are accomplished for any given year in Canada, then EVOLUS shall have met the Minimum Annual Purchases for Canada in such year regardless of the market share criteria set forth below.

* Target percentage of market share for Canada

Product

Price per Unit

1st Year

2nd Year

3rd Year

4th Year

5th Year

Nuceiva™

[***]

5. Target Performance for Australia of aesthetic use*

(volume calculation based on [***] IU)

Product

Price per Unit

1st Year

2nd Year

3rd Year

4th Year

5th Year

Nuceiva™

[***]

Page 9

* In the event that EVOLUS fails to achieve the Minimum Annual Purchases in Australia as described above (i.e., [***]% of the targeted performance for Australia), but EVOLUS or its Affiliates have achieved at least [***]% of the target performance by market share in Australia based upon the table set forth below, then EVOLUS and its Affiliates shall be deemed to have met the Annual Purchase Minimums for the Australia for the applicable year. For the avoidance of doubt, if the Minimum Annual Purchase quantities are accomplished for any given year in Australia, then EVOLUS shall have met the Minimum Annual Purchases for Australia in such year regardless of the market share criteria set forth below.

* Target percentage of market share for Australia

Product

Price per Unit

1st Year

2nd Year

3rd Year

4th Year

5th Year

Nuceiva™

[***]

6. Target Performance for Japan of aesthetic use*

(volume calculation based on [***] IU)

Product

Price per Unit

1st Year

2nd Year

3rd Year

4th Year

5th Year

Nuceiva™

[***]

* In the event that EVOLUS fails to achieve the Minimum Annual Purchases in Japan as described above (i.e., [***]% of the targeted performance for Australia), but EVOLUS or its Affiliates have achieved at least [***]% of the target performance by market share in Japan based upon the table set forth below, then EVOLUS and its Affiliates shall be deemed to have met the Annual Purchase Minimums for the Japan for the applicable year. For the avoidance of doubt, if the Minimum Annual Purchase quantities are accomplished for any given year in Japan, then EVOLUS shall have met the Minimum Annual Purchases for Japan in such year regardless of the market share criteria set forth below.

* Target percentage of market share for Japan

Product

Price per Unit

1st Year

2nd Year

3rd Year

4th Year

5th Year

Nuceiva™

[***]

Page 10

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Moatazedi, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Evolus, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 12, 2021									/s/ David Moatazedi
									David Moatazedi
									President, Chief Executive Officer and Director
									(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lauren Silvernail, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Evolus, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 12, 2021									/s/ Lauren Silvernail
									Lauren Silvernail
									Chief Financial Officer and Executive Vice President, Corporate Development
									(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. § 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned hereby certifies, in accordance with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his or her capacity as an officer of Evolus, Inc., that, to his or her knowledge:

(1) Quarterly Report on Form 10-Q of Evolus, Inc. for the quarter ended March 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Evolus, Inc.


Date: May 12, 2021	By:	/s/ David Moatazedi
		David Moatazedi
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: May 12, 2021	By:	/s/ Lauren Silvernail
		Lauren Silvernail
		Chief Financial Officer and Executive Vice President, Corporate Development
		(Principal Financial Officer)

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Form 10-Q Evolus, Inc. For: Mar 31

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