PURCHASERS:
BIOPHARMA CREDIT PLC,
a public limited company incorporated under the laws of England and Wales
By_________________________________________
Name:
Title:
BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP,
a Cayman Islands exempted limited partnership
By: PHARMAKON ADVISORS, LP, its Investment Manager
By______________________________________
Name:
Pedro Gonzalez de Cosio
Title:
CEO and Managing Member
[Signature Page to Note Purchase Agreement]
EXHIBIT A-1
INITIAL SENIOR SECURED NOTE
THIS SENIOR SECURED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID ACT.
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE GOVERNED BY
THE TERMS AND CONDITIONS SET FORTH IN THAT CERTAIN NOTE PURCHASE AGREEMENT (THE
"NOTE PURCHASE AGREEMENT"), DATED AS OF SEPTEMBER 12, 2019, AMONG OPTINOSE US,
INC., DELAWARE CORPORATION, AS ISSUER, OPTINOSE AS, A NORWEGIAN PRIVATE LIMITED
LIABILITY COMPANY, OPTINOSE, INC., A DELAWARE CORPORATION, OPTINOSE UK LIMITED,
A LIMITED LIABILITY COMPANY FORMED UNDER THE LAWS OF ENGLAND AND WALES, THE
OTHER GUARANTORS (AS DEFINED IN THE NOTE PURCHASE AGREEMENT) FROM TIME TO TIME
PARTY THERETO, THE PURCHASERS SET FORTH IN THE NOTE PURCHASE AGREEMENT (EACH A
"PURCHASER" AND, COLLECTIVELY, THE "PURCHASERS") AND BIOPHARMA CREDIT PLC, A
PUBLIC LIMITED COMPANY INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES, AS
COLLATERAL AGENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF,
IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE NOTE PURCHASE AGREEMENT.
UNLESS OTHERWISE INDICATED, CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL
HAVE THE MEANINGS ASCRIBED TO SUCH TERMS IN THE NOTE PURCHASE AGREEMENT.
OPTINOSE US, INC.
Senior Secured Note Due 2024
(a "Note")
No. [N-1][N-2]
Yardley, PA
September 12, 2019
OptiNose US, Inc., a Delaware corporation, (together with its successors, the
"Issuer"), for value received, hereby promises to pay to
[BIOPHARMA CREDIT PLC][BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP]
or its registered assigns
in accordance with the below
the principal amount of
[FORTY-FOUR MILLION DOLLARS AND ZERO CENTS][THIRTY-SIX MILLION DOLLARS AND ZERO
CENTS]
[$44,000,000.00][$36,000,000.00]
and to pay interest during any Interest Period from and after the Closing Date
until paid in full at the rate per annum equal to 10.75% (the "Pre-Default
Rate") for such Interest Period, computed on the basis of a 360-day year and
actual days elapsed.
This Note shall at all times (a) upon the occurrence and during the continuation
of any Event of Default under Section 9.01(a) (without regard to any grace
period) or Section 9.01(f) of the Note Purchase Agreement or (b) if requested by
the Required Purchasers while any Event of Default exists, bear interest at an
interest rate equal to the Pre-Default Rate for such Interest Period plus 3.00%
(the "Default Rate"), to the fullest extent permitted by applicable Laws.
Interest (including interest at the Default Rate) shall be payable on this Note
quarterly in arrears on the 15th day of each March, June, September and December
of each year (each, an "Interest Payment Date"), and at maturity (whether
through the