Exhibit 10.2


 


CONVERTIBLE PROMISSORY
NOTE


 


	November 4, 2022	U.S.
    $11,020,000.00


 


FOR VALUE RECEIVED, NRX PHARMACEUTICALS,
INC., a Delaware corporation (“Borrower”), promises to pay to STREETERVILLE
CAPITAL, LLC, a Utah limited liability company, or its successors or assigns (“Lender”),
$11,020,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is eighteen (18) months after the Purchase
Price Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding
Balance at the rate of nine percent (9%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations
hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and
shall be payable in accordance with the terms of this Note. This Convertible Promissory Note (this “Note”) is issued
and made effective as of the date set forth above (the “Effective Date”). This Note is issued pursuant to that certain
Securities Purchase Agreement dated November 4, 2022, as the same may be amended from time to time, by and between Borrower and Lender
(the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto
and incorporated herein by this reference.


 


This Note carries an original
issue discount of $1,000,000.00 (“OID”). In addition, Borrower agrees to pay $20,000.00 to Lender to cover Lender’s
legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale
of this Note (the “Transaction Expense Amount”). The OID and the Transaction Expense Amount are included in the initial
principal balance of this Note and are deemed to be fully earned and non-refundable as of the Purchase Price Date. The purchase price
for this Note shall be $10,000,000.00 (the “Purchase Price”), computed as follows: $11,020,000.00 original principal
balance, less the OID, less the Transaction Expense Amount.


 


1.             Payment;
Prepayment.


 


1.1.     
Payment. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined
below), as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments
shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest,
and thereafter, to (d) principal.


 


1.2.     
Prepayment. Notwithstanding the foregoing, Borrower shall have the right to prepay all or any portion of the Outstanding Balance
(less such portion of the Outstanding Balance for which Borrower has received a Redemption Notice (as defined below) from Lender where
the applicable Conversion Shares have not yet been delivered). If Borrower exercises its right to prepay this Note, Borrower shall make
payment to Lender of an amount in cash equal to 110% multiplied by the portion of the Outstanding Balance Borrower elects to prepay.


 


		2.	Security. This Note is unsecured.



 


		3.	Redemptions.



 


3.1.     
Redemption Right. Beginning on the date that is six (6) months from the Purchase Price Date (the “Redemption Start Date”),
Lender shall have the right, exercisable at any time in its sole and absolute discretion, to redeem all or any portion of the Note (such
amount, the “Redemption Amount”), subject to the Maximum Monthly Redemption Amount, by providing Borrower with a notice
substantially in the form attached hereto as Exhibit A (each, a “Redemption Notice”, and each date on which
Lender delivers a Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender may submit to Borrower
up to (4) Redemption Notices in any given calendar month; provided that the aggregate Redemption Amounts in such calendar month do not
exceed the Maximum Monthly Redemption Amount. Payments of each Redemption Amount may be made, at the sole election of Borrower, (a) in
cash, or (b) by converting such Redemption Amount into Common Stock (each, a “Redemption Conversion”) per the following
formula: the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price (the “Conversion
Shares”), or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the third (3rd)
Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before
the applicable Delivery Date (as defined below). Each payment of the Redemption Amount in cash will be subject to a ten percent (10%)
premium except to the extent any such payment in cash results from any Redemption Conversion exceeding the Maximum Percentage limit on
beneficial ownership of Common Stock provided in Section 9 (the “Redemption Premium”). For avoidance of doubt, the
Redemption Premium will not reduce the Maximum Monthly Redemption Amount but instead will be added to it. In addition, the Redemption
Premium will not reduce the Outstanding Balance. Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion
with respect to any portion of any applicable Redemption Amount and shall be required to pay the Redemption Amount in cash, if on the
applicable Redemption Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Notwithstanding
that failure to repay this Note in full by the Maturity Date is an Event of Default (as defined below), the Redemption Dates shall continue
after the Maturity Date pursuant to this Section 3.1 until the Outstanding Balance is repaid in full. At the end of each month following
the Redemption Start Date, if Borrower has not reduced the Outstanding Balance by at least the Maximum Monthly Redemption Amount, then
by the fifth (5th) day of the following month, Borrower must pay in cash (subject to the Redemption Premium) the difference
between the Maximum Monthly Redemption Amount and the amount actually redeemed in such month or the Outstanding Balance will automatically
increase by one percent (1%). Upon mutual consent, Lender may redeem amounts in excess of the Maximum Monthly Redemption Amount and may
do so prior to the date that is six (6) months from the Purchase Price Date.


 






     


     


    

 


3.2.     Allocation
of Redemption Amounts. Following its receipt of a Redemption Notice, Borrower may either ratify Lender’s proposed allocation
in the applicable Redemption Notice or elect to change the allocation by written notice to Lender by email or fax within twenty-four
(24) hours of its receipt of such Redemption Notice, so long as the sum of the cash payments and the amount of Redemption Conversions
equal the applicable Redemption Amount. If Borrower fails to notify Lender of its election to change the allocation prior to the deadline
set forth in the previous sentence, it shall be deemed to have ratified and accepted the allocation set forth in the applicable Redemption
Notice prepared by Lender. Borrower acknowledges and agrees that the amounts and calculations set forth thereon are subject to correction
or adjustment because of error, mistake, or any adjustment resulting from an Event of Default or other adjustment permitted under the
Transaction Documents (an “Adjustment”). Furthermore, no error or mistake in the preparation of such notices, or failure
to apply any Adjustment that could have been applied prior to the preparation of a Redemption Notice may be deemed a waiver of Lender’s
right to enforce the terms of any Note, even if such error, mistake, or failure to include an Adjustment arises from Lender’s own
calculation. Borrower shall deliver the Redemption Conversion Shares from any Redemption Conversion to Lender in accordance with Section
7 below on or before each applicable Delivery Date.


 


3.3.     Accelerated
Redemptions. Beginning May 1, 2023, in the event (a) the daily dollar trading volume of the Common Stock on any given Trading Day
is at least fifty percent (50%) greater than the lower of (i) the median daily dollar trading volume over the previous ten (10) Trading
Days or (ii) the daily dollar trading volume on the Trading Day immediately preceding the date of measurement or (b) if the Closing Trade
Price on any given Trading Day is at least thirty percent (30%) greater than the Nasdaq Minimum Price, then Lender will be entitled to
redeem over the following ten (10) Trading Days an amount of indebtedness then outstanding under the Note equal to twice (2x) the Maximum
Monthly Redemption Amount (the “Accelerated Redemption Amount”) solely by payment of Conversion Shares and not cash,
subject to the Maximum Percentage and other ownership limitations set forth in Section 9. This right shall be in addition to the redemption
rights under Section 3.1 above. Notwithstanding anything herein to the contrary, the Accelerated Redemption Amount may only be applied
once per ten (10) Trading Days, shall not be payable in cash and shall only be payable in Conversion Shares, regardless of whether or
not there is then an Equity Conditions Failure which has not been waived in writing by the Lender, to the extent that after giving effect
to such conversion Lender (together with its affiliates) will not beneficially own a number of shares exceeding the Maximum Percentage.
Lender may submit up to two (2) Redemption Notices during the applicable ten (10) Trading Day period so long as the aggregate amount
Lender seeks to redeem does not exceed the applicable Accelerated Redemption Amount. For the avoidance of doubt, Lender may not submit
a Redemption Notice and Borrower shall not be required to pay the Accelerated Redemption Amount if such payment would exceed the Maximum
Percentage (as defined below) by delivering additional Conversion Shares. No Redemption Premium or default or penalty shall apply to
the failure of Borrower to pay the Accelerated Redemption Amount if to do so would cause the Maximum Percentage to be exceeded. The foregoing
accelerated redemption right is contingent on Borrower having previously filed a prospectus supplement to its Form S-3 Registration Statement
(File No.: 333-265492) registering the Conversion Shares.


 






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4.           Trigger
Events, Defaults and Remedies.


 


4.1.      Trigger
Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower fails to pay
any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other similar
official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20)
days or shall not be dismissed or discharged within sixty (60) days; (c) Borrower becomes insolvent or generally fails to pay, or admits
in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) Borrower makes a general
assignment for the benefit of creditors; (e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic
or foreign); (f) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (g) Borrower fails to observe or perform
any covenant set forth in Section 4 of the Purchase Agreement and an opportunity to cure such failure within ten (10) days of the occurrence
thereof; (h) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (i) Borrower fails to timely establish
and maintain the Share Reserve (as defined in the Purchase Agreement); (j) Borrower fails to deliver any Conversion Shares in accordance
with the terms hereof; (k) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower
or any of its property or other assets for more than $250,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty
(20) calendar days unless otherwise consented to by Lender; (l) Borrower fails to be DWAC Eligible and does not cure such failure within
ten (10) days; (m) Borrower or any subsidiary of Borrower, breaches any covenant or other term or condition contained in any Other Agreements
in any material respect, and does not cure such breach within ten (10) days of the occurrence thereof; (n) Borrower defaults or otherwise
fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction
Document (as defined in the Purchase Agreement) in any material respect, other than those specifically set forth in this Section 4.1
and Section 4 of the Purchase Agreement, and does not cure such failure within ten (10) days of the occurrence thereof; (o) any representation,
warranty or other statement made by or on behalf of Borrower to Lender herein or in any Transaction Document is false, incorrect, incomplete
or misleading in any material respect when made; or (p) Borrower effectuates a reverse split of its Common Stock without twenty (20)
Trading Days prior written notice to Lender.


 


4.2.    
Trigger Event Remedies. At any time following the occurrence of any Trigger Event, Lender may, at its option, increase the Outstanding
Balance by applying the Trigger Effect (subject to the limitation set forth below).


 






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4.3.    
Defaults. At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower
demanding that Borrower cure the Trigger Event within five (5) Trading Days. If Borrower fails to cure the Trigger Event within the required
five (5) Trading Day cure period, the Trigger Event will automatically become an event of default hereunder (each, an “Event
of Default”).


 


4.4.    
Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this
Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default
Amount. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses (b) – (f) of Section 4.1,
an Event of Default will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event
shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required
by Lender for the Trigger Event to become an Event of Default. At any time following the occurrence of any Event of Default, upon written
notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default
occurred at an interest rate equal to the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable law
(“Default Interest”). For the avoidance of doubt, Lender may continue making Redemption Conversions at any time following
an Event of Default until such time as the Outstanding Balance is paid in full. In connection with acceleration described herein, Lender
need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately
and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available
to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender
shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2.
No such rescission or annulment shall affect any subsequent Trigger Event or Event of Default or impair any right consequent thereon.
Nothing herein shall limit Lender’s right to pursue any other remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares
upon Conversion of the Note as required pursuant to the terms hereof.


 


5.                Unconditional
Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower
not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter
against Lender, its successors and assigns, and agrees to make the payments or Conversions called for herein in accordance with the terms
of this Note.


 


6.               
Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting
the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent
to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit
a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.


 


7.               
Method of Conversion Share Delivery. On or before the close of business on the third (3rd)
Trading Day following each Redemption Date (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at
such time and such Conversion Shares are eligible for delivery via DWAC, deliver or cause its transfer agent to deliver the applicable
Conversion Shares electronically via DWAC to the account designated by Lender in the applicable Redemption Notice. If Borrower is not
DWAC Eligible or such Conversion Shares are not eligible for delivery via DWAC, it shall deliver to Lender or its broker (as designated
in the Redemption Notice) a certificate representing the number of shares of Common Stock equal to the number of Conversion Shares to
which Lender shall be entitled, registered in the name of Lender or its designee. For the avoidance of doubt, Borrower has not met its
obligation to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as applicable, has actually received the certificate
representing the applicable Conversion Shares no later than the close of business on the relevant Delivery Date pursuant to the terms
set forth above. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the event Borrower
or its transfer agent refuses to deliver any Conversion Shares without a restrictive securities legend to Lender on grounds that such
issuance is in violation of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), Borrower shall deliver
or cause its transfer agent to deliver the applicable Conversion Shares to Lender with a restricted securities legend, but otherwise
in accordance with the provisions of this Section 7. In conjunction therewith, Borrower will also deliver to Lender a written explanation
as to why the issuance of the applicable Conversion Shares violates Rule 144.


 






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8.                
Conversion Delays. If Borrower fails to deliver Conversion Shares by the applicable Delivery Date, Lender may at any time
prior to receiving the applicable Conversion Shares rescind in whole or in part such Conversion, with a corresponding increase to the
Outstanding Balance (any returned amount will tack back to the Purchase Price Date for purposes of determining the holding period under
Rule 144). In addition, for each Redemption Conversion, in the event that Conversion Shares are not delivered by the Delivery Date, a
late fee equal to 2% of the applicable Conversion Share Value rounded to the nearest multiple of $100.00 but with a floor of $500.00
per day (but in any event the cumulative amount of such late fees for each Conversion shall not exceed 200% of the applicable Conversion
Share Value) will be assessed for each day after the Delivery Date until Conversion Share delivery is made; and such late fees will be
added to the Outstanding Balance (such fees, the “Conversion Delay Late Fees”).


 


9.                
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents,
Borrower shall not effect any conversion of this Note to the extent that after giving effect to such conversion would cause Lender (together
with its affiliates) to beneficially own a  number of shares exceeding 4.99% of the number
of shares of Common Stock outstanding on such date (including for such purpose the Common Stock issuable upon such issuance) (the “Maximum
Percentage”). For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d)
of the 1934 Act. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such
time as the Market Capitalization is less than $25,000,000.00. Notwithstanding any other provision contained herein, if the term “4.99%”
is replaced with “9.99%” pursuant to the preceding sentence, such increase to “9.99%” shall remain at 9.99% until
increased, decreased or waived by Lender as set forth below.


 


10.              
Issuance Cap. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower
and Lender agree that the total cumulative number of shares of Common Stock issued to Lender hereunder together with all other Transaction
Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) or any similar successor rule (“Issuance Cap”),
except that such limitation will not apply following Approval (defined below). Within ninety (90) days of the Effective Date, Borrower
will seek stockholder approval of the Note and the issuance of Conversion Shares thereunder in excess of the Issuance Cap (the “Approval”).
If the Borrower is unable to obtain such Approval, any remaining Outstanding Balance of this Note must be repaid in cash. For the avoidance
of doubt, failure to obtain the Approval shall not be considered an Event of Default hereunder.


 


11.              
Opinion of Counsel. In the event that an opinion of counsel is needed for conversion of this Note, Lender has the right
to have any such opinion provided by its counsel.


 


12.              
Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine
the proper venue for any disputes are incorporated herein by this reference.


 






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13.               Arbitration
of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions (as defined
in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


14.              
Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full,
shall automatically be deemed canceled, and shall not be reissued.


 


15.              
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.
Lender may not waive the Maximum Percentage or the restrictions set forth in Sections 3.3 or 9.


 


16.              
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any Common Stock
issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.


 


17.             
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be
given in accordance with the subsection of the Purchase Agreement titled “Notices.”


 


18.              
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions
of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’
inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender
and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but
instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and Borrower’s expectations
that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding period under Rule
144).


 


19.             
Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve
the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and
effect.


 


[Remainder of page intentionally
left blank; signature page follows]


 






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IN WITNESS WHEREOF, Borrower has caused this Note to be
duly executed as of the Effective Date.


 


	 	BORROWER:
	 	 
	 	NRX Pharmaceuticals,
    Inc.
	 	 
	 	By:	/s/ Stephen Willard
	 	 	Stephen Willard, CEO
	 	 
	ACKNOWLEDGED, ACCEPTED AND AGREED:	 
	 	 
	LENDER:	 
	 	 
	Streeterville Capital,
    LLC	 
	 	 
	By:	/s/ John
    M. Fife	 	 
	John M. Fife, President	 




 


[Signature Page to Secured
Convertible Promissory Note]


 






     


     


    

 


ATTACHMENT 1


DEFINITIONS


 


For purposes of this Note, the following terms shall have
the following meanings:


 


A1.     
 “Closing Bid Price” and “Closing Trade Price” means the last closing bid price and last closing
trade price, respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal market begins
to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then
the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if its principal market is not the principal securities exchange or trading market for the Common Stock, the last closing bid price
or last trade price, respectively, of the Common Stock on the principal securities exchange or trading market where the Common Stock
is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively,
of the Common Stock in the over-the-counter market on the electronic bulletin board for the Common Stock as reported by Bloomberg, or,
if no closing bid price or last trade price, respectively, is reported for the Common Stock by Bloomberg, the average of the bid prices,
or the ask prices, respectively, of any market makers for the Common Stock as reported by OTC Markets Group, Inc., and any successor
thereto. If the Closing Bid Price or the Closing Trade Price cannot be calculated for the Common Stock on a particular date on any of
the foregoing bases, the Closing Bid Price or the Closing Trade Price (as the case may be) of the Common Stock on such date shall be
the fair market value as mutually determined by Lender and Borrower. All such determinations shall be appropriately adjusted for any
stock dividend, stock split, stock combination or other similar transaction during such period.


 


A2.      “DTC”
means the Depository Trust Company or any successor thereto.


 


A3.      “DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer program.


 


A4.      “DWAC”
means the DTC’s Deposit/Withdrawal at Custodian system.


 


A5.      “DWAC
Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant to DTC’s operational
arrangements, including without limitation transfer through DTC’s DWAC system; (b) Borrower has been approved (without revocation)
by DTC’s underwriting department; (c) Borrower’s transfer agent is approved as an agent in the DTC/FAST Program; (d) the
Conversion Shares are otherwise eligible for delivery via DWAC; and (e) Borrower’s transfer agent does not have a policy prohibiting
or limiting delivery of the Conversion Shares via DWAC.


 


A6.      “Equity
Conditions Failure” means that any of the following conditions has not been satisfied on any given Redemption Date: (a) with
respect to the applicable date of determination all of the Conversion Shares would be freely tradable pursuant to an effective registration
statement, under Rule 144 or without the need for registration under any applicable federal or state securities laws (in each case, disregarding
any limitation on conversion of this Note); (b) the applicable Conversion Shares would be eligible for immediate resale by Lender; (c)
no Trigger Event shall have occurred or be continuing hereunder; (d) the average and median daily dollar trading volume of the Common
Stock on its principal market for the previous twenty (20) Trading Days is greater than $500,000.00; (e) Borrower’s Market Capitalization
is at least $20,000,000.00; and (f) with respect to the applicable date of determination, the Common Stock is trading on Nasdaq, NYSE
or another national securities exchange.


 


A7.      “Fundamental
Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,
consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving corporation) any other person
or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, sell, lease,
license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other
person or entity, or (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, allow
any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding
shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the person or persons making or party
to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange offer), or (iv) Borrower
or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock
of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making or party to, or associated
or affiliated with the other persons or entities making or party to, such stock or share purchase agreement or other business combination),
or (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize
or reclassify the Common Stock, other than an increase in the number of authorized shares of Borrower’s Common Stock, or (b) any
 “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the
rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the
1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of
Borrower.


 


Attachment 1 to Secured
Convertible Promissory Note, Page 1


 






     


     


    

 


A8.       “Major
Trigger Event” means any Trigger Event occurring under Sections 4.1(a) - 4.1(i).


 


A9.      
 “Mandatory Default Amount” means the Outstanding Balance following the application of the Trigger Effect.


 


A10.     “Market
Capitalization” means a number equal to (a) the average VWAP of the Common Stock for the immediately preceding fifteen (15)
Trading Days, multiplied by (b) the aggregate number of outstanding shares of Common Stock as reported on Borrower’s most recently
filed Form 10-Q or Form 10-K, if applicable, or by Bloomberg.


 


A11.     “Maximum
Monthly Redemption Amount” means $1,000,000.00.


 


A12.     “Minor Trigger
Event” means any Trigger Event that is not a Major Trigger Event.


 


A13.    
 “Nasdaq Minimum Price” means the lower of: (i) the Closing Price on the Trading Day immediately preceding the date
of measurement; or (ii) the average Closing Price of the Common Stock for the five (5) Trading Days immediately preceding the date of
measurement.


 


A14.    
 “Other Agreements” means, collectively, all existing and future agreements and instruments between, among or by Borrower
(or it subsidiary), on the one hand, and Lender (or an affiliate), on the other hand.


 


A15.    
 “Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case
may be, pursuant to the terms hereof for payment, Redemption Conversion, offset, or otherwise, the Transaction Expense Amount, accrued
but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance
and similar taxes and fees related to Conversions, and any other fees or charges (including without limitation Conversion Delay Late
Fees) incurred under this Note.


 


A16.     “Purchase
Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A17.    “Redemption
Conversion Price” means eighty-five percent (85%) multiplied by the average of the two (2) lowest VWAPs in the ten (10) Trading
Days prior to the date on which the Redemption Conversion Price is measured.


 


A18.     “Trading
Day” means any day on which Borrower’s principal market is open for trading.


 


A19.    
 “Trigger Effect” means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred by
(a) fifteen percent (15%) for each occurrence of any Major Trigger Event, or (b) five percent (5%) for each occurrence of any Minor Trigger
Event, and then adding the resulting product to the Outstanding Balance as of the date the applicable Trigger Event occurred, with the
sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Trigger Event occurred; provided
that the Trigger Effect may only be applied three (3) times hereunder with respect to Major Trigger Events and three (3) times hereunder
with respect to Minor Trigger Events; and provided further that the Trigger Effect shall not apply to any Trigger Event pursuant to Section
4.1(j) hereof.


 


A20.    
 “VWAP” means the volume weighted average price of the Common Stock on the principal market for a particular Trading
Day or set of Trading Days, as the case may be, as reported by Bloomberg.


 


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left blank]


 


Attachment 1 to Secured
Convertible Promissory Note, Page 2


 






     


     


    

 


	EXHIBIT A
	 
	Streeterville Capital, LLC
	303 East Wacker Drive, Suite 1040
	Chicago, Illinois 60601



 


	NRX Pharmaceuticals, Inc.	Date:________
	Attn: Stephen Willard, CEO	 
	1201 Orange Street, Suite 600	 
	Wilmington, Delaware 19801	 



 


REDEMPTION
NOTICE



 


The above-captioned Lender hereby gives notice
to NRX Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), pursuant to that certain Convertible Promissory
Note made by Borrower in favor of Lender on November 4, 2022 (the “Note”), that Lender elects to redeem a portion
of the Note in Redemption Conversion Shares or in cash as set forth below. In the event of a conflict between this Redemption Notice
and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a new
form of Redemption Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given
to them in the Note.


 


REDEMPTION INFORMATION


 


		A.	Redemption Date: ____________, 202_
		B.	Redemption Amount: ____________
		C.	Portion of Redemption Amount to be
                                            Paid in Cash: ____________
		D.	Portion of Redemption Amount to be
                                            Converted into Common Stock: ____________ (B minus C)
		E.	Redemption Conversion Price: _______________
		F.	Conversion Shares: _______________
                                            (D divided by E)
		G.	Remaining Outstanding Balance of Note:
                                            ____________ *



 


*  Subject to adjustments
for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement),
the terms of which shall control in the event of any dispute between the terms of this Redemption Notice and such Transaction Documents.


 


Please transfer the Conversion Shares, if applicable, electronically
(via DWAC) to the following account:


 


	Broker:	 	 	Address:	 
	DTC#:	 	 	 	 
	Account #:	 	 	 	 
	Account Name:	 	 	 	 


 


To the extent the Conversion
Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares to Lender via
reputable overnight courier after receipt of this Redemption Notice (by facsimile transmission or otherwise) to:


 


_____________________________________


_____________________________________


_____________________________________


 


Exhibit A to Secured Convertible
Promissory Note, Page 1


 






     


     


    

 


Sincerely,


 


Lender:


 


Streeterville Capital,
LLC


 


	By:	 	 
	 	John M. Fife, President	 




 


Exhibit A to Secured Convertible
Promissory Note, Page 2