Exhibit 10.3
GUARANTY
This GUARANTY (this “Guaranty”) dated as of March 19, 2024 is made by AEON Biopharma Sub, Inc., a Delaware corporation (“Guarantor”), in favor and for the benefit of Daewoong Pharmaceutical Co., LTD., a company organized and existing under the laws of the Republic of Korea (“Purchaser”).
Reference is made to (i) that certain Subscription Agreement dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Purchase Agreement”; all capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement) pursuant to which the Purchaser desires to purchase from AEON Biopharma, Inc., a Delaware corporation and parent corporation of Guarantor (the “Company”), two convertible promissory notes (collectively, the “Notes”) in the aggregate initial principal amount of $15,000,000.
In consideration of the substantial direct and indirect benefits derived by Guarantor from the transactions under the Purchase Agreement and the Notes, and in order to induce Purchaser to enter into the Purchase Agreement and purchase the Notes, the parties hereto hereby agree as follows:
1.Guaranty. Guarantor absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment and performance of all present and future obligations, principal, capitalized principal, liabilities, covenants and agreements required to be observed and performed or paid or reimbursed by the Company under or relating to the Purchase Agreement and the Notes, plus all costs, expenses and fees (including the reasonable fees and expenses of Purchaser’s counsel) in any way relating to the enforcement or protection of Purchaser’s rights hereunder (collectively, the “Obligations”).
2.Guaranty Absolute and Unconditional. Guarantor agrees that its Obligations under this Guaranty are irrevocable, continuing, absolute and unconditional and shall not be discharged or impaired or otherwise affected by, and Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by reason of:
(a)Any illegality, invalidity or unenforceability of any Obligation or the Purchase Agreement or the Notes or any related agreement or instrument, or any law, regulation, decree or order of any jurisdiction or any other event affecting any term of the Obligations.
(b)Any change in the time, place or manner of payment or performance of, or in any other term of the Obligations, or any rescission, waiver, release, assignment, amendment or other modification of the Purchase Agreement or the Notes.
(c)Any taking, exchange, substitution, release, impairment, amendment, waiver, modification or non-perfection of any collateral or any other guaranty for the Obligations, or any manner of sale, disposition or application of proceeds of any collateral or other assets to all or part of the Obligations.
(d)Any default, failure or delay, willful or otherwise, in the performance of the Obligations.
(e)Any change, restructuring or termination of the corporate structure, ownership or existence of Guarantor or the Company or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting restructuring, release or discharge of any Obligations.
