Recent Updates
Recently added Catalysts
AEON Neutral Sentiment Score: 60/100

EXECUTION VERSION PRIVETERRA SPONSOR, LLC 300 SE 2nd Street, Suite 600 Fort Lauderdale, Florida 33301

Key Takeaway: The article details a letter agreement between Priveterra Sponsor, LLC and ACM ASOF VIII Secondary-C LP dated June 29, 2023. It outlines terms related to a Subscription Agreement and a Forward Purchase Agreement involving AEON Biopharma, Inc. Key elements include conditions regarding the transfer of common shares and the issuance of additional shares based on specified price thresholds. The agreement emphasizes regulatory compliance and the definitions of shares involved.

Market Sentiment Analysis

Full Press Release Details

300 SE 2nd Street, Suite 600
Fort Lauderdale, Florida 33301
ACM ASOF VIII Secondary-C LP
One Rockefeller Plaza, 32nd Floor
New York, New York 10020
This letter agreement (the
"Agreement") is being made as of June 29, 2023, by and between ACM ASOF VIII Secondary-C LP ("Subscriber")
and Priveterra Sponsor, LLC ("Sponsor"). Capitalized terms used, but not otherwise defined herein, shall have the meaning
given to them in the Subscription Agreement (as defined below).
In connection with that certain
Subscription Agreement (the "Subscription Agreement"), dated as of the date hereof, by and between Priveterra Acquisition
Corp. (the "Company") and Subscriber and that certain Forward Purchase Agreement by and among the Company, AEON Biopharma,
Inc., and ACM ARRT J LLC (the "Forward Purchase Agreement"), dated as of the date hereof, and in consideration for
the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Sponsor and Subscriber agree as follows:
In the event that the Transfer
VWAP for the shares of common stock of the Company, par value $0.0001 per share (the "Common Shares"), purchased pursuant
to the Subscription Agreement that are Transferred during the Measurement Period (the "Transferred PIPE Shares") is
less than $7.00 per share, then (i) Subscriber shall be entitled to receive a number of additional Common Shares that have been registered
for resale by the Company under an effective resale registration statement pursuant to the Securities Act of 1933, as amended, under which
Subscriber may sell or transfer such Common Shares in an amount that is equal to the Additional Shares and (ii) Sponsor shall promptly
(but in any event within fifteen (15) Business Days) after the Measurement Date, transfer the Additional Shares to the Subscriber. In
this regard, Sponsor and Subscriber shall enter into a customary assignment agreement pursuant to Section 5.2.2 of that certain Registration
Rights Agreement to be dated as of the Measurement Date (the "RRA") to make Subscriber a "Permitted Transferee"
(within the meaning of the RRA) such that Subscriber has the benefit of the RRA including any then effective registration statement covering
the resale of such Additional Shares to the extent that such Additional Shares are not otherwise freely transferrable under the Securities
Act of 1933, as amended. For the avoidance of doubt, in the event the Transfer VWAP for the Transferred PIPE Shares is equal to or more
than $7.00 per share, then the Subscriber shall not be entitled to any Additional Shares. Notwithstanding anything to the contrary herein,
no fraction of a Common Share will be delivered pursuant to this Agreement, and if the Subscriber would otherwise be entitled to a fraction
of a Common Share, the Subscriber shall instead have the number of Additional Shares issued to the Subscriber rounded down to the nearest
whole Common Share. All references in this Agreement to numbers of shares, per share amounts and share prices shall be appropriately adjusted
to reflect any stock split, stock dividend, stock combination, recapitalization or similar adjustment occurring after the date hereof.
For the purposes of this Agreement:
Sponsor hereby represents
and warrants to Subscriber as follows:
Within five (5) days
following the end of each calendar month during the Measurement Period, Subscriber shall provide to Sponsor a reasonably detailed written
report evidencing any Transfer of Shares made during such calendar month and the price at which such Transfer was made, in such form as
reasonably acceptable to Sponsor.
Section 8(a), (h), (i),
(j), (l), (m), (o), (p), (q), and (v) of the Subscription Agreement are incorporated herein by reference, mutatis mutandis.
[Signature Page Follows]
Very truly yours,
Priveterra Sponsor, LLC
By:
Name:
Title:
Acknowledged and agreed:
ACM ASOF VIII Secondary-C LP
By:
Name:
Title:
[Signature Page to ACM ASOF VIII Secondary-C
LP PIPE Side Letter]

Frequently Asked Questions

What is the date of the agreement?

The agreement was made on June 29, 2023.

What happens if shares fall below $7.00?

If the shares fall below $7.00, the Subscriber receives additional shares.

How quickly are additional shares transferred?

Additional shares must be transferred within fifteen business days.

Who are the parties involved in this agreement?

The parties involved are ACM ASOF VIII Secondary-C LP and Priveterra Sponsor, LLC.

What is the Subscriber required to provide monthly?

The Subscriber must provide a report of share transfers and prices.

Last updated: Jun 29, 2023