UNDERWRITING AGREEMENT betweenUnderwriting Agreement • April 19th, 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
WARRANT TO PURCHASE COMMON STOCK NRX PHARMACEUTICALS, INC.Representative’s Warrant Agreement • April 19th, 2024 • NRX Pharmaceuticals, Inc. • 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 October 15, 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).
