WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 23rd, 2022 • OptiNose, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) is made as of November 23, 2022 (“Issuance Date”), between OptiNose, Inc., a Delaware corporation, with offices at 1020 Stony Hill Road, Suite 200, Yardley, PA 19067 (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., with offices at 51 Mercedes Way, Edgewood, NY 11717 (the “Warrant Agent”).
26,320,000 Shares of Common Stock and Warrants to Purchase 26,320,000 Shares of Common Stock OptiNose, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2022 • OptiNose, Inc. • Pharmaceutical preparations • New York
OptiNose, Inc., a Delaware corporation (the “Company”), proposes to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of (i) 26,320,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company and (ii) 26,320,000 common stock warrants to purchase 26,320,000 shares of Common Stock (the “Common Warrants” and, together with the Firm Shares, the “Firm Securities”). The amount and form of the Firm Securities to be purchased by each Underwriter is set forth on Schedule I hereto. The Company has also granted to the Underwriters an option to purchase up to 3,948,000 additional shares of Common Stock (the “Option Shares”) and/or 3,948,000 additional Common Warrants to purchase up to 3,948,000 shares of Common Stock (the “Option Warrants” and, together with the Option Shares, the “Option Securities” and together with the Firm Securities, the “Securities”), each on the terms and for the purposes set forth in Se
