COMMON STOCK PURCHASE WARRANT NRX Pharmaceuticals, Inc.NRX Pharmaceuticals, Inc. • June 7th, 2023 • Pharmaceutical preparations
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 ______, 20231 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____, 20282 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NRX Pharmaceuticals, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 24th, 2021 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 19, 2021, between NRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2021 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
6,000,000 Units BIG ROCK PARTNERS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • New York
Big Rock Partners Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is entered into as of the 20th day of November, 2017, by and between Big Rock Partners Acquisition Corp., a Delaware corporation (the “ Company ”), and the undersigned parties listed under Investors on the signature page hereto (each, an “ Investor ” and collectively, the “ Investors ”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 7th, 2023 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 6, 2023, between NRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT TO PURCHASE COMMON STOCK NRX PHARMACEUTICALS, INC.NRX Pharmaceuticals, Inc. • February 28th, 2024 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (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 August 25, 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four and one-half (4.5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NRX PHARMACEUTICALS, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 22nd, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 20, 2017 by and between Big Rock Partners Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AT THE MARKET OFFERING AGREEMENT August 14, 2023Market Offering Agreement • August 14th, 2023 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
NRX Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
EARLYBIRDCAPITAL, INC. New York, New York 10017Big Rock Partners Acquisition Corp. • November 14th, 2017 • Blank checks • New York
This is to confirm our agreement whereby Big Rock Partners Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-220947) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • March 14th, 2023 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2023 between NRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 22nd, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “ Agreement ”) is made as of November __, 2017, by and between BIG ROCK PARTNERS ACQUISITION CORP., a Delaware corporation (the “ Company ”), and _______________ (“ Indemnitee ”).
FORM OF PLACEMENT AGENT PREFERRED INVESTMENT OPTION NRX PHARMACEUTICALS, INC.NRX Pharmaceuticals, Inc. • February 3rd, 2022 • Pharmaceutical preparations
THIS PLACEMENT AGENT PREFERRED INVESTMENT OPTION (the “Preferred Investment Option”) 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 August 2, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 2, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Preferred Investment Option Shares”) of Common Stock. The purchase price of one share of Common Stock under this Preferred Investment Option shall be equal to the Exercise Price, as defined in Section 2(b). This Preferred Investment Option is issued pursuant to that certain Engagement Agreement, dated as of January 27, 2022, by and between the Company and H.C. Wainwright & Co., LLC.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 3rd, 2022 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
BIG ROCK PARTNERS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY RIGHT AGREEMENT Dated as of November 20, 2017Right Agreement • November 22nd, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of November 20, 2017 between Big Rock Partners Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Rights Agent”).
WARRANT AGREEMENTWarrant Agreement • November 22nd, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of November 20, 2017 is between Big Rock Partners Acquisition Corp., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
UNDERWRITING AGREEMENT between NRX Pharmaceuticals, Inc. and EF HUTTON LLC as Representative of the Several Underwriters NRX Pharmaceuticals, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2024 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, NRX Pharmaceuticals, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of NRX Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”; provided that, (i) to the extent there are no additional underwriters listed on Schedule 1, the term “Representative” as used herein shall mean you, as the Underwriters, and (ii) to the extent this Agreement is addressed to only one Repr
November 20, 2017Letter Agreement • November 22nd, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Big Rock Partners Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 6,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), one right (each, a “Right”) and one-half of one warrant (each, a “Warrant”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination. Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to t
REGISTRATION RIGHTS AGREEMENT among NRX PHARMACEUTICALS, INC. AND THE HOLDERS PARTY HERETO DATED May 24, 2021Registration Rights Agreement • May 28th, 2021 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 24, 2021 (this “Agreement”), is entered into by and among NRX Pharmaceuticals, Inc., a Delaware corporation (together with any successor entity thereto, the “Company”), and each of the Holders (as defined below) that are parties hereto from time to time.
LOCK-UP AGREEMENTLock-Up Agreement • August 24th, 2021 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Re: Securities Purchase Agreement, dated as of August 19, 2021 (the “Purchase Agreement”), between NRX Pharmaceuticals, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
COMMON STOCK PURCHASE WARRANT NRX PHARMACEUTICALS, INC.NRX Pharmaceuticals, Inc. • September 1st, 2023 • Pharmaceutical preparations
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 during the six (6) month period following the Issue Date; provided, however, if the Common Stock trades at or above $1.20 per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events), as reported on Bloomberg, L.P. (or an equivalent, reliable reporting service mutually acceptable to and hereafter designated by Holder and the Company), the Holder may exercise this Warrant prior to the six (6) month anniversary of the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on 1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to______ shares (as su
SUBSCRIPTION AGREEMENTSubscription Agreement • March 15th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”), dated as of the “Effective Date”, is entered into by and between Big Rock Partners Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Subscriber”). The “Effective Date” is the date on which the Subscriber’s subscription is accepted by the Company.
FORM OF REGISTRATION RIGHTS AGREEMENT among NRX PHARMACEUTICALS, INC. AND THE HOLDERS PARTY HERETO DATED [●]Adoption Agreement • May 12th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [●] (this “Agreement”), is entered into by and among NRX Pharmaceuticals, Inc., a Delaware corporation (together with any successor entity thereto, the “Company”), and each of the Holders (as defined below) that are parties hereto from time to time.
AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • November 14th, 2023 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of March __, 2023, by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and NRX Pharmaceuticals, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).
Big Rock Partners Acquisition Corp.Big Rock Partners Acquisition Corp. • November 22nd, 2017 • Blank checks • New York
This letter agreement by and between Big Rock Partners Acquisition Corp. (the “Company” or “our”) and our sponsor, Big Rock Partners Sponsor, LLC (the “Affiliate”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
November 20, 2017Letter Agreement • November 22nd, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Big Rock Partners Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 6,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), one right (each, a “Right”) and one-half of one warrant (each, a “Warrant”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination. Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant
RELIEF THERAPEUTICS / NEURORX BINDING COLLABORATION AGREEMENTBinding Collaboration Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations • New York
This Binding Collaboration Agreement (this “Agreement”), dated as of September 18, 2020 outlines the terms and conditions of the Collaboration (defined below) between Relief Therapeutics Holding Aktiengesellschaft and its wholly owned subsidiary Therametrics Discovery Aktiengesellschaft (collectively, “Relief”), Swiss corporations, and NeuroRx, Inc. (“NeuroRx”), a Delaware corporation (each a “Party” and, collectively, the “Parties”). The Parties hereby acknowledge and agree that the terms set forth in that certain Non-Disclosure Agreement between the Parties, dated as of September 9, 2020, apply to the terms set forth herein.
EARLYBIRDCAPITAL, INC. New York, New York 10017 November 20, 2017Big Rock Partners Acquisition Corp. • November 22nd, 2017 • Blank checks • New York
This is to confirm our agreement whereby Big Rock Partners Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-220947) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 1st, 2023 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Asset Purchase Agreement (this "Agreement") is made and entered into as of November 12, 2022 (the "Execution Date"), by and between NRx Pharmaceuticals, Inc., a Delaware corporation ("NRx Pharma"), and its wholly-owned subsidiary, NeuroRx, Inc., a Delaware corporation ("NeuroRx", and collectively with NRx Pharma, "NRx"), on the one hand, and RELIEF THERAPEUTICS Holding SA, a corporation organized under the laws of Switzerland ("Holding"), and its wholly-owned subsidiary, Relief Therapeutics International SA, f/k/a Therametrics Discovery AG ("International", and collectively with Holding, "Relief"), on the other hand. NRx and Relief are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
FORM LOCK-UP AGREEMENTLock-Up Agreement • May 28th, 2021 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This LOCK-UP AGREEMENT (this “Agreement”) is made as of May 24, 2021 by and among Big Rock Partners Acquisition Corp., a Delaware corporation (“BRPA”), and each Person identified on the signature pages hereto (the “Holders”) as of the date hereof.
CONSULTING AGREEMENTConsulting Agreement • May 28th, 2021 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Consulting Agreement (together with all Exhibits and attachments, this “Agreement”) is effective as of May 21, 2021 (the “Effective Date”), and is made by and among NeuroRx, Inc., a Delaware corporation having offices at 1201 North Market Street, Suite 111, Wilmington, Delaware 19801 (the “Company”), and Randolph Guggenheimer III, an individual residing at 42 Butler Road, Scarsdale, New York 10583 (“Consultant”). The Company and Consultant are each hereinafter referred to individually as a “Party” or collectively as the “Parties.”
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations • Delaware
This Exclusive Distribution Agreement (the “Agreement”) is made as of this 25th day of September 2020 (the “Effective Date”), between NeuroRx, Inc., a Delaware corporation, with a principal mailing address of 913 North Market Street, Suite 200, Wilmington, Delaware 19801 (“Client”), and Cardinal Health 105, Inc., an Ohio corporation, with a place of business at 501 Mason Road, Suite 200, La Vergne, Tennessee, 37086 (“Cardinal Health”) each individually a (“Party”) and collectively (the “Parties”).
Big Rock Partners Acquisition Corp. Suite 230 Delray Beach, Florida 33483Securities Subscription Agreement • November 22nd, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • Delaware
This securities subscription agreement (the “Agreement”) is entered into on November 20, 2017 by and between Big Rock Partners Sponsor, LLC, a Delaware limited liability company (the “ Subscriber ” or “ you ”), and Big Rock Partners Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing (as defined in Section 1.1) (i) 250,000 Private Placement Units (the “Initial Units”), each consisting of one (1) share of the Company’s common stock, $0.001 par value per share (the “Shares”), (ii) one (1) right (the “Rights”) entitling the holder to receive one-tenth (1/10) of one Share upon the consummation of an initial business combination, and (iii) one-half (1/2) of one warrant (the “Warrants”). Additionally, pursuant to the terms hereof, Subscriber hereby agrees to purchase from the Company, and the Company hereby agree
AGREEMENT AND PLAN OF MERGER BY AND AMONG BIG ROCK PARTNERS ACQUISITION CORP., NEURORX, INC., and BIG ROCK MERGER CORP. DATED AS OF DECEMBER 13, 2020Agreement and Plan of Merger • December 17th, 2020 • Big Rock Partners Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of December 13, 2020, by and among Big Rock Partners Acquisition Corp., a Delaware corporation (“BRPA”), NeuroRx, Inc., a Delaware corporation (the “Company”), and Big Rock Merger Corp., a Delaware corporation and wholly owned Subsidiary of BRPA (“Merger Sub”). The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedules and the BRPA Schedules, as defined in the preambles to Articles II and III hereof, respectively). Each of BRPA, Merger Sub, and the Company, are referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Exhibit A.
AMENDMENT #2 TO MASTER SERVICE AGREEMENTMaster Service Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations
This Amendment made effective the 5th day of November 2020 (the “Effective Date” of this Amendment), is by and between NeuroRx, Inc. (“BUYER”) and Nephron SC, Inc., and Nephron Pharmaceuticals Corporation, subsidiaries of Nephron, Inc. d/b/a Nephron Pharmaceuticals Corporation (“SUPPLIER”). BUYER and SUPPLIER are each referred to herein as a “Party” and together as the “Parties”.
