6,000,000 Shares OptiNose, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2020 • OptiNose, Inc. • Pharmaceutical preparations • New York
Introductory. OptiNose, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 6,000,000 shares of its common stock, par value $0.001 per share (the “Shares”). The 6,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 900,000 Shares. The additional 900,000 Shares to be sold by the Company pursuant to such option are called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Credit Suisse Securities (USA) LLC (“Credit Suisse”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, th
OPEN MARKET SALE AGREEMENTSMOptiNose, Inc. • August 11th, 2021 • Pharmaceutical preparations • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2022 • OptiNose, Inc. • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on March 2, 2022, by and between OptiNose US, Inc., a Delaware corporation (“OptiNose US”) and wholly-owned subsidiary of OptiNose, Inc. (the “Parent” and, together with OptiNose US, the “Company”), and Keith A. Goldan (“Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 7th, 2024 • OptiNose, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of __________, 201___ by and between OptiNose, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and __________________, an individual (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Corporation and Indemnitee covering the subject matter of this Agreement.
OptiNose US, Inc. January 13, 2017 Michael Marino, Esq. 138 Inverness Drive Blue Bell, PA 19422 Dear Michael:Letter Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • Delaware
The purpose of this letter (this “Letter Agreement”) is to acknowledge and set forth the terms and conditions of your employment as Chief Legal Officer & Corporate Secretary of OptiNose US, Inc. (the “Company”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2023 • OptiNose, Inc. • Pharmaceutical preparations • Pennsylvania
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of May 9, 2023 (the “Effective Date”), by and between OptiNose US, Inc., a Delaware corporation (“OptiNose US”) and wholly-owned subsidiary of OptiNose, Inc. (the “Parent” and, together with OptiNose US, the “Company”), and Michael Marino (“Executive”).
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”).
OptiNose, Inc.Letter Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • Delaware
The purpose of this letter (this “Letter Agreement”) is to acknowledge and set forth the terms and conditions of your employment as the Chief Operating Officer of OptiNose, Inc. (the “Company”).
OPTINOSE, INC., OPTINOSE AS, -and- CERTAIN SECURITYHOLDERS OF OPTINOSE AS EXCHANGE AGREEMENT for the acquisition of all or certain of the share capital and all convertible securities of OPTINOSE ASExchange Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • Delaware
This EXCHANGE AGREEMENT (this “Agreement”) is entered into as of the later of the 7th day of June 2010, and the date the last signature is executed on the signature pages hereto, by and among:
OPTINOSE, INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of March 24, 2017Registration Rights Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • New York
This Second Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of March 24, 2017, by and among OPTINOSE, INC., a Delaware corporation (the “Company”), and the holders of Series D Shares, Series C-2 Shares, Series C-1 Shares, Series C Shares and Series B Shares of the Company identified on the signature pages hereto (collectively, the “Investors”).
OPTINOSE, INC.Non-Qualified Stock Option Agreement • October 3rd, 2017 • OptiNose, Inc. • Pharmaceutical preparations
OptiNose, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its Common Stock, $0.001 par value (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment (together with the cover sheet, the “Agreement”) and in the Company’s 2010 Stock Incentive Plan (the “Plan”).
OPTINOSE, INC. SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • New York
THIS SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (the “Agreement”), dated as of March 24, 2017, by and among the following parties (each, a “Party” and collectively, the “Parties”):
April 24th, 2014Federal Express • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations
This letter confirms our understanding and agreement with respect to the assignment by OptiNose to Avanir of IND No. 110090. Unless otherwise defined in this letter, all initially capitalized terms used in this letter shall have the meanings given to such terms in the Agreement.
COOPERATION AGREEMENTCooperation Agreement • May 12th, 2022 • OptiNose, Inc. • Pharmaceutical preparations • Delaware
This Cooperation Agreement (this “Agreement”) is made and entered into as of April 25, 2022, by and among OptiNose, Inc., a Delaware corporation (the “Company”), M. Kingdon Offshore Master Fund L.P., a Cayman Islands exempted limited partnership (“Kingdon Offshore” and collectively with the other persons and entities listed on Schedule A hereto, the “Kingdon Investors”), and Velan Capital Partners LP, a Delaware limited partnership (and collectively with the other persons and entities listed on Schedule B, the “Velan Investors” and, together with the Kingdon Investors, the “Investor Group”), with respect to the matters set forth below. The Company and each member of the Investor Group shall be deemed a “Party” to this Agreement, and collectively, shall be deemed the “Parties”. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 12 below. In consideration of the mutual covenants and agreements contained herein, and for other good and val
SUPPLY AGREEMENTSupply Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • New York
THIS SUPPLY AGREEMENT (this “Agreement”) is made this, July 1, 2017 (the “Effective Date”), by and between Hovione Inter Ltd, Bahnhofstrasse 21, CH-6000 Lucerne 7, Switzerland (“Hovione”), and OptiNose US Inc., 1020 Stony Hill Road, Ste 300 Yardley, PA 19067, USA (“OptiNose US”) — including its Affiliates, OptiNose AS (“OptiNose Norway”) and OptiNose UK Ltd. (“OptiNose UK”, and collectively, “OptiNose”). Hovione and OptiNose are each sometimes referred to herein as a “Party” and together as the “Parties.”
MANUFACTURE AND SUPPLY AGREEMENTAgreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • Delaware
This MANUFACTURE AND SUPPLY AGREEMENT (the “Agreement”) is made as of August 18, 2017 (the “Effective Date”) by and among, on the one hand, OptiNose US, Inc., duly organized and existing under the laws of Delaware and having offices located at 1020 Stony Hill Road, Suite 300, Yardley, PA 19067 (referred to herein as “OptiNose US”), OptiNose UK Ltd. duly organized and existing under the laws of England and having offices located at Hunts Rise, South Marston Park, Wiltshire, SN3 4TG, England (referred to herein as “OptiNose UK”), and OptiNose AS, duly organized and existing under the laws of Norway and having offices located at Gaustadalleen 21 0349 Oslo, Norway (referred to herein as “OptiNose Norway”, and collectively with OptiNose US and OptiNose UK, “OptiNose”), and, on the other hand, Contract Pharmaceuticals Limited Canada, duly organized under the laws of the Province of Ontario and having offices located at 7600 Danbro Crescent, Mississauga, Ontario Canada L5N 6L6 (referred to he
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 • March 13th, 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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2023 • OptiNose, Inc. • Pharmaceutical preparations • Pennsylvania
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of May 9, 2023 (the “Effective Date”), by and between OptiNose US, Inc., a Delaware corporation (“OptiNose US” and the “Company”) and Anthony Krick (“Officer”).
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of November 21, 2022 among OPTINOSE US, INC. as the Issuer, OPTINOSE AS, as a Guarantor OPTINOSE, INC., as Parent and a Guarantor The other Guarantors from time to time party hereto, The Purchasers...Note Purchase Agreement • November 21st, 2022 • OptiNose, Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED NOTE PURCHASE AGREEMENT is entered into as of November 21, 2022 (the “Effective Date”) 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”), 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.
OptiNose US, Inc., 1020 Stony Hill Road, Suite 300, Yardley, PA 19067 June 8, 2023 Joseph C. Scodari [*home address omitted*] Dear Joe:Letter Agreement • June 13th, 2023 • OptiNose, Inc. • Pharmaceutical preparations • Pennsylvania
This letter agreement, effective as of June 8, 2023 (this “Letter Agreement”) sets forth the terms and conditions under which OptiNose, Inc. (the “Company”) hereby engages you, Joseph C. Scodari (“you” or “Consultant”) as a consultant to the Company. By signing this letter, you accept this engagement subject to these terms and conditions.
EMPLOYMENT AGREEMENTRelease Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • Delaware
BACKGROUND: In connection with the proposed Series C Convertible Preferred Stock Financing (“Series C Financing”) transaction to be consummated by and among Optinose, Inc. (the “Parent Company”), OptiNose AS (the “Operating Company”), Avista Capital Partners II, L.P. and its affiliated investment funds (collectively, “Avista”), and certain other parties, the Company engages Manager and Manager agrees to be engaged by the Parent Company, all upon the terms and conditions set forth herein (this “Agreement”). The Parent Company and all of its current and future direct and indirect subsidiaries, including without limitation the Operating Company, shall be referred to herein as the “OptiNose Companies.”
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations • Delaware
This AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is entered into on August 6, 2015 by and between OPTINOSE AS, a Norwegian corporation, company registration number 982483131 (“OptiNose”), with its principal place of business at Tore Hals Mejdells vei 7, 0751 Oslo, Norway, and its postal address at Pb 288 Roa, 0702 Oslo, Norway, and AVANIR PHARMACEUTICALS, INC., a Delaware corporation (“Avanir”), with offices at 30 Enterprise, Suite 400, Aliso Viejo, CA 92656, U.S.A. OptiNose and Avanir are sometimes referred to herein as a “Party” and collectively as the “Parties.”
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
ContractOptiNose, Inc. • September 23rd, 2022 • Pharmaceutical preparations
AMENDMENT NO. 1 TO MANUFACTURING SERVICES AGREEMENT FOR SUBASSEMBLYOptiNose, Inc. • November 5th, 2020 • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”), dated September 15, 2020 (the “Amendment Effective Date”), is entered into by and between, on the one hand, OptiNose US, Inc. having its place of business at 1020 Stony Hill, Suite 300. Yardley PA 19067 (“OPN US”), OptiNose UK Ltd. duly organized and existing under the laws of England and having offices located at Hunts Rise, South Marston Park, Wiltshire, SN3 4TG, England ("OPN UK"), and OptiNose AS, duly organized and existing under the laws of Norway and having offices located at Gaustadalleen 21 0349 Oslo, Norway ("OPN Norway", and collectively with OPN US and OPN UK, "OPN") and, on the other hand, Advance Mold & Manufacturing, Inc., d/b/a Vision Technical Molding (“VTM”) located at 71 Utopia Road, Manchester, CT 06042.
Portions of this exhibit indicated by asterisks [**] have been omitted because they are not material and are the type of information that the registrant treats as private or confidential AMENDMENT NO. 1 TO SUPPLY AGREEMENTSupply Agreement • December 21st, 2023 • OptiNose, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 1 TO SUPPLY AGREEMENT (this “Amendment”) is made effective January 1, 2023 (the “Amendment Effective Date”) and is entered into by and between HOVIONE INTER LTD, Bahnhofstrasse 21, CH-6000 Lucerne 7, Switzerland (“Hovione”) and OPTINOSE US, INC., a Delaware corporation, having its principal place of business at 1020 Stony Hill Road, Suite 300, Yardley, PA 19067 (“OptiNose”). Hovione and OptiNose are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
25,000,000 Shares OptiNose, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2021 • OptiNose, Inc. • Pharmaceutical preparations • New York
OPTINOSE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT Inducement GrantNon-Qualified Stock Option Agreement • February 19th, 2020 • OptiNose, Inc. • Pharmaceutical preparations
OptiNose, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $0.001 par value per share (the “Stock”), to the optionee named below (the “Option”). This Option is granted to you as an inducement that is material to you entering into employment with the Company pursuant to the inducement grant exception under NASDAQ Listing Rule 5635(c), and not pursuant to the Company’s 2010 Stock Incentive Plan, as amended and restated as of September 19, 2017 (the “Plan”), or any other equity plan incentive plan of the Company. Although this Option is not granted pursuant to the Plan, the Option shall be subject to and governed by, and shall be construed and administered in accordance with, the terms and conditions of the Plan (as from time to time in effect), which terms and conditions are incorporated herein by reference.
OPTINOSE, INC.Joinder Agreement • October 3rd, 2017 • OptiNose, Inc. • Pharmaceutical preparations
OptiNose, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its Common Stock, $0.001 par value (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment (together with the cover sheet, the “Agreement”) and in the Company’s 2010 Stock Incentive Plan (the “Plan”).
THIRD AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 11th, 2022 • OptiNose, Inc. • Pharmaceutical preparations
This Third Amendment to the Note Purchase Agreement (defined below) (this “Amendment”), dated as of August 10, 2022 (the “Effective Date”), is entered into by and 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, and OPTINOSE, INC., a Delaware corporation (the “Parent”), and the Purchasers (as defined in the Note Purchase Agreement) party to the Note Purchase Agreement as of the Effective Date and BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales, as Collateral Agent.
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • September 18th, 2017 • OptiNose, Inc. • Pharmaceutical preparations
This Manufacturing Services Agreement (this “Agreement”), dated as of August 31, 2017 (the “Effective Date”), is by and among, on the one hand, OptiNose US, Inc., duly organized and existing under the laws of Delaware and having offices located at 1020 Stony Hill Road, Suite 300, Yardley, PA 19067 (referred to herein as “OptiNose US”), OptiNose UK Ltd. duly organized and existing under the laws of England and having offices located at Hunts Rise, South Marston Park, Wiltshire, SN3 4TG, England (referred to herein as “OptiNose UK”), and OptiNose AS, duly organized and existing under the laws of Norway and having offices located at Gaustadalléen 21, 0349 Oslo, Norway (referred to herein as “OptiNose Norway”, and collectively with OptiNose US and OptiNose UK, “OptiNose”), and, on the other hand, and Ximedica, LLC, a Rhode Island limited liability company, having a principal office at 55 DuPont Drive, Providence, Rhode Island 02907 (“Ximedica”).
MANUFACTURING SERVICES AGREEMENT FOR SUBASSEMBLY (does not apply to cap)Services Agreement • March 6th, 2019 • OptiNose, Inc. • Pharmaceutical preparations • Manchester
This Manufacturing Services Agreement (this “Agreement”), dated as of December 21, 2018 (the “Effective Date”), is by and among, on the one hand, OptiNose US, Inc., duly organized and existing under the laws of Delaware and having offices located at 1020 Stony Hill Road, Suite 300, Yardley, PA 19067 (referred to herein as "OptiNose US"), OptiNose UK Ltd. duly organized and existing under the laws of England and having offices located at Hunts Rise, South Marston Park, Wiltshire, SN3 4TG, England (referred to herein as "OptiNose UK"), and OptiNose AS, duly organized and existing under the laws of Norway and having offices located at Gaustadalléen 21, 0349 Oslo, Norway (referred to herein as "OptiNose Norway", and collectively with OptiNose US and OptiNose UK, “OptiNose”), and, on the other hand, and Advance Mold & Manufacturing, Inc., d/b/a Vision Technical Molding, a Connecticut corporation having offices located at 71 Utopia Road, Manchester, CT 06042 (“VTM”).
OPTINOSE, INC. RESTRICTED STOCK UNIT AGREEMENT Inducement GrantRestricted Stock Unit Agreement • May 7th, 2020 • OptiNose, Inc. • Pharmaceutical preparations
Pursuant to the attached Restricted Stock Unit Award Notice (the “Award Notice”) and this Restricted Stock Unit Agreement (together with the Award Notice, this “Agreement”), OptiNose, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”) for the number of restricted stock units indicated in the Award Notice (“RSUs”). The Award is granted to you as an inducement that is material to you entering into employment with the Company pursuant to the inducement grant exception under NASDAQ Listing Rule 5635(c), and not pursuant to the Company’s 2010 Stock Incentive Plan, as amended and restated as of September 19, 2017 (the “Plan”), or any other equity plan incentive plan of the Company. Although the Award is not granted pursuant to the Plan, the Award shall be subject to and governed by, and shall be construed and administered in accordance with, the terms and conditions of this Agreement and the Plan (as from time to time in effect), which terms and conditions are i
FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF OPTINOSE, INC.Registration Rights Agreement • October 3rd, 2017 • OptiNose, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of October 2, 2017, by and among OptiNose, Inc., a Delaware corporation (the “Company”), and the holders of Series D Shares, Series C-2 Shares, Series C-1 Shares, Series C Shares and Series B Shares of the Company identified on the signature pages thereto (collectively, the “Investors”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • January 31st, 2023 • OptiNose, Inc. • Pharmaceutical preparations • Delaware
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into between Peter K. Miller (“you”) and OptiNose US, Inc. (“Optinose” or the “Company”) to confirm the terms of your separation from employment and to settle, release and discharge, with prejudice, any and all claims you have or may have against the Released Parties (defined in Paragraph 3(a) below), including but not limited to those arising or which may be arising out of your employment with and/or your separation of employment from the Company. In consideration of the mutual commitments set forth in this Agreement, and intending to be legally and forever bound, you and the Company therefore understand and agree as follows:
