FORM OF REGISTRATION RIGHTS AGREEMENTRegistration 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”).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2022 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 30, 2022, 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 PREFERRED INVESTMENT OPTION NRX PHARMACEUTICALS, INC.Preferred Investment Option • February 3rd, 2022 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS 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).
FORM OF PLACEMENT AGENT PREFERRED INVESTMENT OPTION NRX PHARMACEUTICALS, INC.Placement Agreement • February 3rd, 2022 • NRX Pharmaceuticals, Inc. • 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.
