0001437749-25-002610 Sample Contracts

SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 3rd, 2025 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 3, 2025, is made between NRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and JGS Holdings LLC, a Wyoming limited liability company (the “Investor”). Subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to Investor, and Investor desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

HOPE Therapeutics™, Inc. and NRx Pharmaceuticals, Inc. (NASDAQ:NRXP) Execute Agreement for $27 Million Funding Transaction for HOPE Clinic Acquisition
Funding Agreement • February 3rd, 2025 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations

● $25 million investment in HOPE to consist of Series A (non-dilutive to NRx shareholders) convertible into 1/3 of fully diluted HOPE equity, with a 15% current preferred dividend (non-callable for 2 years) for planned HOPE clinic acquisitions