EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [SIGNATURE PAGES CONTINUE] Schedule A Free-Writing Prospectus Exhibit A-1 Form of Series A Common Warrant Exhibit A-2 Form of Series B Common Warrant Exhibit B Form of Pre-Funded Warrant Exhibit C
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. EXHIBIT A FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Warrant No. [•] Number of Shares: [•] (subject to adjustment) Original Issue Date: [•], 2024 OptiNose, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] or its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [•] shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $[0.001] per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following terms and conditions:
EIN Number. ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the third (3rd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [SIGNATURE PAGES CONTINUE] Schedule 3.1(g) The total number of shares of stock the Company has authority to issue is 240,000,000, divided into (i) 40,000,000 shares of preferred stock, of which 200,000 shares have been designated as Series A Junior Participating Preferred Stock, of which, none are issued and outstanding, and (ii) 200,000,000 shares of Common Stock, After giving effect to the issuance of the Shares and immediately after the Closing, (a) 119,614,626 shares of Common Stock will be issued and outstanding, (b) 31,649,835 shares will be reserved for issuance upon conversion of issued and outstanding options, warrants and other derivative securities (excluding shares reserved for future issuance under employee benefit plans, which are described in clause (c) of this paragraph, (c) 6,046,169 shares will be reserved for issuance under the Company’s equity compensation plans, of which 3,584,686 shares are subject to currently outstanding awards. The issuance and sale of the Shares will reduce the exercise price of warrants to purchase 2,137,650 shares of Common Stock from $0.46 to $0.28 per share. Such warrants were originally issued in March 2007 and expire on March 9, 2012.
EIN Number. ¨Notwithstanding anything contained in this Agreement to the contrary, by checking this box the above-signed agrees that the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed shall be unconditional and all conditions to Closing in favor of the above-signed shall be disregarded. Notwithstanding the foregoing, in the event the Company accepts the above-signed’s subscription for the Company’s securities and any conditions to Closing contemplated by this Agreement that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) are not satisfied as of the Closing, such deliverable shall be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.
EIN Number o Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the first (1st) Trading Day following the date hereof (or the second (2nd) Trading Day following the date hereof if this Agreement is signed on a day that is not a Trading Day or after 4:00 p.m. (New York City time) and before midnight (New York City time) on a Trading Day) and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the first (1st) Trading Day following the date of this Agreement if this Agreement is entered into before 4:00 p.m. Eastern time, or no later than the second (2nd) Trading Day following the date hereof, if this Agreement is entered at or after 4:00 p.m. Eastern time, and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. Exhibit A-1 Form of Common Warrant (see attached). Exhibit A-2 Form of Pre-funded Warrant (not applicable). Exhibit B Form of Lock-up Agreement (see attached). Annex 3.1(a) Subsidiaries Annex 3.1(g) Capitalization
EIN Number. If your group does NOT have a 501(c)(3) designation with the IRS, please state the purpose of your group and note that signing this Agreement means that the group will not charge the public for meeting/event participation unless previously approved by the Library Trustees in one of their monthly meetings, and such decision is reflected in their public meeting minutes published on the Xxxxxxxx Memorial Library web site. Purpose of group: Date (s) Desired: From: to (please factor in setup and cleanup times) Room Desired: Nr. Tables Needed: Nr. Chairs Needed: Event Start Time: Anticipated number of attendees: The following is a checklist of items that the signer of this form must initial, indicating an understanding of the item and compliance with the policy. P lease initial ALL items - your r eservation may be canceled without notice if this form is not completed in its entirety. R OOM AVAILABILITY All meetings held must be open to the public as they are subject to the Open Meeting Law. Should special accommodations pursuant to ADA regulations be requested for a non-library sponsored program, the group/sponsor is responsible for providing said accommodations (ex. sign language interpretation). There will be no exclusion from the use of the rooms based on points of view, beliefs, or affiliations of the sponsors or participants provided the event does not interfere with Library operations and safety or violate applicable law. However, use of meeting rooms may be denied to any group or individual by the Library Director for just cause, including, but not limited to, failure to abide by library rules or policies. Appeal of such denial of access may be made in writing to the Board of Library Trustees. Use of the rooms by any group in no way constitutes endorsement of the group’s policies or activities by the Library. Promotional or advertising campaigns directed at profit-making may not be conducted. Rooms may not be used for commercial services or purposes. No attendance fees may be charged. Reasonable charges for materials required for certain programs may be made, subject to the advance approval of the Library Director. Speakers, authors, musicians, performers, or artists at library-initiated programs may offer items related to their presentation for sale to the audience at the event.
EIN Number. ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the Closing Date and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.
EIN Number. ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the third (3rd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [SIGNATURE PAGES CONTINUE] [EXHIBIT A Form of Warrant] Schedule 3.1(e) Subsidiaries Subsidiary Jurisdiction of Organization APDN (B.V.I.) Inc. British Virgin Islands Applied DNA Sciences Europe Limited United Kingdom Schedule 3.1(f) Organization and Qualification Qualifications of the Company to Conduct Business as Foreign Entity None. Jurisdictions of Organization of Subsidiaries Subsidiary Jurisdiction of Organization APDN (B.V.I.) Inc. British Virgin Islands Applied DNA Sciences Europe Limited United Kingdom Schedule 3.1(j)(v) Filings, Consents and Approvals Consents of or waivers by the following persons:
