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.
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.”
VOTING AGREEMENTVoting Agreement • May 28th, 2021 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT, dated as of May 24, 2021 (this “Agreement”), is entered into by and between Jonathan Javitt and Daniel Javitt (the “Parties”).
Big Rock Partners Acquisition Corp.NRX Pharmaceuticals, Inc. • May 28th, 2021 • Pharmaceutical preparations
Big Rock Partners Sponsor, LLC (“Sponsor”) and BRAC Lending Group LLC (“BRAC”) hold shares of common stock of Big Rock Partners Acquisition Corp. (“BRPA”), par value $0.001 per share (“BRPA Common Stock”). It is a condition to the consummation (“Closing”) of the transactions contemplated under the Agreement and Plan of Merger, dated as of December 13, 2020 (as amended, the “Merger Agreement”) by and among BRPA, Big Rock Merger Corp., and NeuroRx, Inc., that Sponsor and BRAC enter into an agreement with BRPA providing for the forfeiture and escrow of certain shares of BRPA Common Stock. Accordingly, Sponsor, BRAC, and BRPA agree as follows:
AMENDMENT TO STOCK ESCROW AGREEMENTStock Escrow Agreement • May 28th, 2021 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Amendment to the Stock Escrow Agreement (this “Amendment”), dated as of May 24, 2021, is by and among Big Rock Partners Acquisition Corp., a Delaware corporation (to be renamed NRX Pharmaceuticals, Inc. the “Company”), Big Rock Partners Sponsor, LLC, a Delaware limited liability company (“Sponsor”), BRAC Lending Group LLC, a Delaware limited liability company (“BRAC”), Graubard Miller, and Continental Stock Transfer & Trust Company (the “Escrow Agent”).
