NOTE PURCHASE AGREEMENT Dated as of December 29, 2017 among OPTINOSE AS and OPTINOSE US, INC., as the Issuers, OPTINOSE, INC., as Parent and a Guarantor The other Guarantors from time to time party heretoNote Purchase Agreement • January 2nd, 2018 • OptiNose, Inc. • Pharmaceutical preparations • New York
This NOTE PURCHASE AGREEMENT is entered into as of December 29, 2017 among OPTINOSE AS, a Norwegian private limited liability company with Norwegian business registration number 982 483 131 (the “Norwegian Issuer”), OPTINOSE US, INC., a Delaware corporation (the “US Issuer”; together with the Norwegian Issuer, the “Issuers” and each, an “Issuer”), OPTINOSE, INC., a Delaware corporation (“Parent”), OPTINOSE UK LIMITED, a limited liability company formed under the laws of England and Wales (“OptiNose UK”), the other Guarantors (defined herein) from time to time party hereto, the Purchasers (defined herein) from time to time party hereto and ATHYRIUM OPPORTUNITIES III ACQUISITION LP, as Collateral Agent.
