SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2024 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of August 12, 2024, 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”).
SECURITY AGREEMENTSecurity Agreement • August 14th, 2024 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations
This SECURITY AGREEMENT, dated as of August [●], 2024 (this “Agreement”), is among NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), the holders of the Company’s Senior Secured Convertible Notes due fifteen (15) months following their dates of issuance, in the original aggregate principal amount of at least $5,435,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”) and Anson Investments Master Fund LP, in its capacity as agent for the Secured Parties (“Agent”).
COMMON STOCK PURCHASE WARRANT NRX PHARMACEUTICALS, INC.Common Stock Purchase Warrant • August 14th, 2024 • NRX Pharmaceuticals, Inc. • 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August [●], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to [●]1 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).
PATENT SECURITY AGREEMENTPatent Security Agreement • August 14th, 2024 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is entered into as of August [●], 2024 by and among, NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), the holders of the Company’s Senior Secured Convertible Notes due fifteen (15) months following their dates of issuance, in the original aggregate principal amount of at least $5,435,000 (collectively, the “Notes”) signatory to the Security Agreement (as herein defined), their endorsees, transferees and assigns (collectively, the “Secured Parties”) and Anson Investments Master Fund LP, in its capacity as agent for the Secured Parties (“Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2024 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August [●], 2024 between NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SETTLEMENT AGREEMENT AND RELEASE OF CLAIMSSettlement Agreement • August 14th, 2024 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • Utah
This Settlement Agreement and Release of Claims (this “Agreement”), dated August 12, 2024 (the “Effective Date”), is entered into by and between Streeterville Capital, LLC, a Utah limited liability company (“Investor”), and NRx Pharmaceuticals, Inc., a Delaware corporation (“Company”). Each of Investor and Company is sometimes individually referred to hereinafter as a “Party” and collectively as the “Parties”. Capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in Section 2 of this Agreement.
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Security Agreement • August 14th, 2024 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), [●], A REPRESENTATIVE OF THE COMPANY WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). [●] MAY BE REACHED AT [●]. JJAVITT@NRXPHARMA.COM.
SUBSIDIARY GUARANTEESubsidiary Guarantee • August 14th, 2024 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
SUBSIDIARY GUARANTEE, dated as of August [●], 2024 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of [●] in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the Purchasers.
