COMMON STOCK PURCHASE WARRANT NRX PHARMACEUTICALS, INC.NRX Pharmaceuticals, Inc. • March 29th, 2024 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Tony Baumer or his assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the six (6) month period following the Issue Date; provided, however, if the Common Stock trades at or above $1.20 per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events), as reported on Bloomberg, L.P. (or an equivalent, reliable reporting service mutually acceptable to and hereafter designated by Holder and the Company), the Holder may exercise this Warrant prior to the six (6) month anniversary of the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 28, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”
FIRST AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • March 29th, 2024 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations
This First Amendment to Consulting Agreement (this “Amendment”) is entered into by and between NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Jonathan C. Javitt (“Consultant”). This Amendment is dated March 29, 2023 but shall apply with affect from March 9, 2023 (the “Amendment Effective Date”).
CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASEConfidential Settlement Agreement and Release • March 29th, 2024 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) is entered into and effective as of the date it has been fully executed and dated below (“Effective Date”) by GEM Yield Bahamas Limited and GEM Global Yield LLC SCS (collectively “GEM”) on the one hand, and NeuroRx, Inc. and NRx Pharmaceuticals, Inc. (collectively “NeuroRx”), on the other hand. NeuroRx and GEM are herein referred to jointly as the “Parties” and each individually as a “Party.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 29th, 2024 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 29, 2024, between NRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investor identified on the signature pages hereto (each, including its successors and assigns, an “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 each Investor, and each Investor, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
FIRST AMENDMENT OF EXCLUSIVE, GLOBAL DEVELOPMENT, SUPPLY, MARKETING & LICENSE AGREEMENTCommon Stock Purchase Warrant • March 29th, 2024 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations
This First Amendment of Development and License Agreement (this “Amendment”) is entered into as of February 7, 2024 by and between NeuroRx, Inc., a Delaware corporation that is a wholly owned subsidiary of NRx Pharmaceuticals, Inc. and NRx Pharmaceuticals, Inc. (collectively, “NRx”), on the one hand, and Alvogen Pharma US, Inc., Alvogen, Inc., Delaware corporations, and Lotus Pharmaceutical Co. Ltd, a Taiwanese company (collectively, “Alvogen”), on the other hand. NRx and Alvogen are referred to in this Amendment individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the respective meanings given to such terms in the Agreement (defined below).
