NOTE PURCHASE AGREEMENT Dated as of September 12, 2019 among OPTINOSE US, INC. as the Issuer, OPTINOSE AS and OPTINOSE UK, LTD., as GuarantorsNote Purchase Agreement • September 12th, 2019 • OptiNose, Inc. • Pharmaceutical preparations • New York
This NOTE PURCHASE AGREEMENT is entered into as of September 12, 2019 among OPTINOSE US, INC., a Delaware corporation (the “Issuer”), OPTINOSE AS, a Norwegian private limited liability company with Norwegian business registration number 982 483 131 (the “Norwegian Guarantor”), OPTINOSE, INC., a Delaware corporation (the “Parent”), OPTINOSE UK LIMITED, a limited liability company formed under the laws of England and Wales (the “UK Guarantor”), the other Guarantors (defined herein) from time to time party hereto, the Purchasers (defined herein) from time to time party hereto and BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales, as Collateral Agent.
COMMON STOCK PURCHASE WARRANT OPTINOSE, INC.Warrant Agreement • September 12th, 2019 • OptiNose, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on September 12, 2022 and (ii) the closing of a Fundamental Transaction in accordance with Section 3(d)(ii) (the “Termination Date”), but not thereafter, to subscribe for and purchase from OptiNose, Inc., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
