NRX Pharmaceuticals, Inc. - FORM S-1/A - EX-4.4 - SPECIMEN WARRANT CERTIFICATE - November 14, 2017

Attached files

file filename
EX-10.8 - PROMISSORY NOTE, DATED AS OF SEPTEMBER 26, 2017, IN FAVOR OF BIG ROCK PARTNERS S - NRX Pharmaceuticals, Inc.brpa_ex108.htm
EX-99.8 - FORM OF NOMINATING COMMITTEE CHARTER - NRX Pharmaceuticals, Inc.brpa_ex998.htm
EX-99.7 - FORM OF COMPENSATION COMMITTEE CHARTER - NRX Pharmaceuticals, Inc.brpa_ex997.htm
EX-99.6 - FORM OF AUDIT COMMITTEE CHARTER - NRX Pharmaceuticals, Inc.brpa_ex996.htm
EX-99.5 - CONSENT OF TROY T. TAYLOR - NRX Pharmaceuticals, Inc.brpa_ex995.htm
EX-99.4 - CONSENT OF ALBERT G. REX - NRX Pharmaceuticals, Inc.brpa_ex994.htm
EX-99.3 - CONSENT OF STUART KOENIG - NRX Pharmaceuticals, Inc.brpa_ex993.htm
EX-99.2 - CONSENT OF MICHAEL FONG - NRX Pharmaceuticals, Inc.brpa_ex992.htm
EX-99.1 - CONSENT OF RICHARD BIRDOFF - NRX Pharmaceuticals, Inc.brpa_ex991.htm
EX-23.1 - CONSENT OF MARCUM LLP - NRX Pharmaceuticals, Inc.brpa_ex231.htm
EX-14 - FORM OF CODE OF ETHICS - NRX Pharmaceuticals, Inc.brpa_ex14.htm
EX-10.9 - FORM OF INDEMNIFICATION AGREEMENT FOR OFFICERS, DIRECTORS AND SPECIAL ADVISORS - NRX Pharmaceuticals, Inc.brpa_ex109.htm
EX-10.7 - PROMISSORY NOTE, DATED AS OF SEPTEMBER 26, 2017, IN FAVOR OF RICHARD ACKERMAN - NRX Pharmaceuticals, Inc.brpa_ex107.htm
EX-10.6 - SECURITIES SUBSCRIPTION AGREEMENT, DATED SEPTEMBER 26, 2017, BETWEEN THE REGISTR - NRX Pharmaceuticals, Inc.brpa_ex106.htm
EX-10.5 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT - NRX Pharmaceuticals, Inc.brpa_ex105.htm
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT AND THE INITIAL STOCK - NRX Pharmaceuticals, Inc.brpa_ex104.htm
EX-10.3 - FORM OF STOCK ESCROW AGREEMENT BETWEEN THE REGISTRANT, CONTINENTAL STOCK TRANSFE - NRX Pharmaceuticals, Inc.brpa_ex103.htm
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - NRX Pharmaceuticals, Inc.brpa_ex102.htm
EX-10.1C - FORM OF LETTER AGREEMENT FOR THE REGISTRANT'S SPONSOR - NRX Pharmaceuticals, Inc.brpa_ex101c.htm
EX-10.1B - FORM OF LETTER AGREEMENT FOR EACH OF THE REGISTRANT'S OTHER OFFICERS AND DIRECTO - NRX Pharmaceuticals, Inc.brpa_ex101b.htm
EX-10.1A - FORM OF LETTER AGREEMENT FOR THE REGISTRANT'S SPONSOR - NRX Pharmaceuticals, Inc.brpa_ex101a.htm
EX-5.1 - OPINION OF AKERMAN LLP - NRX Pharmaceuticals, Inc.brpa_ex51.htm
EX-4.7 - FORM OF UNIT PURCHASE OPTION - NRX Pharmaceuticals, Inc.brpa_ex47.htm
EX-4.6 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - NRX Pharmaceuticals, Inc.brpa_ex46.htm
EX-4.5 - FORM OF RIGHT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND R - NRX Pharmaceuticals, Inc.brpa_ex45.htm
EX-4.3 - SPECIMEN RIGHT CERTIFICATE - NRX Pharmaceuticals, Inc.brpa_ex43.htm
EX-4.2 - SPECIMEN COMMON STOCK CERTIFICATE - NRX Pharmaceuticals, Inc.brpa_ex42.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - NRX Pharmaceuticals, Inc.brpa_ex41.htm
EX-3.4 - ARTICLES OF INCORPORATION / BYLAWS - NRX Pharmaceuticals, Inc.brpa_ex34.htm
EX-3.2 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - NRX Pharmaceuticals, Inc.brpa_ex32.htm
EX-1.2 - LETTER AGREEMENT BETWEEN THE REGISTRANT AND EARLYBIRDCAPITAL - NRX Pharmaceuticals, Inc.brpa_ex12.htm
EX-1.1 - UNDERWRITING AGREEMENT - NRX Pharmaceuticals, Inc.brpa_ex11.htm
S-1/A - REGISTRATION STATEMENT AMENDMENT NO. 1 - NRX Pharmaceuticals, Inc.brpa_s1a.htm
 
Exhibit 4.4
  
NUMBER
 
(SEE REVERSE SIDE FOR LEGEND)
 
WARRANTS
 
 
 
 
 
__________–
 
 
 
THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION DATE (DEFINED BELOW)
 
 
 
 
BIG ROCK PARTNERS ACQUISITION CORP.
 
CUSIP 089482 111
   
WARRANT
  
THIS CERTIFIES THAT, for value received
  
is the registered holder of a warrant or warrants (the “Warrant(s)”) to purchase one fully paid and non-assessable share of Common Stock, par value $0.001 per share (“Shares”), of Big Rock Partners Acquisition Corp., a Delaware corporation (the “Company”), expiring at 5:00 p.m., New York City time, on the five year anniversary (the “Expiration Date”) of the completion by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a Business Combination and (ii)                     , 2018, such number of Shares of the Company at the price of $11.50 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. In no event will the Company be required to net cash settle the warrant exercise. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised.
  
No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the Company shall, upon such exercise, round up to the nearest whole number the number of Shares to be issued to such holder.
  
Upon any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or the registered holder’s assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.
 
Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.
 
Upon due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental charge.
 
The Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
  
This Warrant does not entitle the registered holder to any of the rights of a stockholder of the Company.
  
 
 
 
 
 
The Company reserves the right to call the Warrant at any time prior to its exercise, with a notice of call in writing to the holders of record of the Warrant, giving 30 days’ notice of such call at any time after the Warrant becomes exercisable if the last sale price of the Shares has been at least $21.00 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of such call is given, if, and only if, there is a current registration statement in effect with respect to the Shares underlying the Warrant. The call price of the Warrants is to be $0.01 per Warrant. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of call shall be canceled on the books of the Company and have no further value except for the $0.01 call price.
  
By  
 
 
 
 
 
 
 
 
Secretary
 
Chairman of the Board
  
SUBSCRIPTION FORM
  
To Be Executed by the Registered Holder in Order to Exercise Warrants
  
The undersigned Registered Holder irrevocably elects to exercise                      Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of
  
 
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
 
 
 
 
 
 
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
 
and be delivered to 
 
 
 
(PLEASE PRINT OR TYPE NAME AND ADDRESS)
  
and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:
  
 
 
 
 
 
Dated:
 
 
(SIGNATURE)   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(ADDRESS)   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(TAX IDENTIFICATION NUMBER)   
 
 
 
 
2
 
 
 
 
ASSIGNMENT
 
To Be Executed by the Registered Holder in Order to Assign Warrants
 
For Value Received,                      hereby sell, assign, and transfer unto
  
 
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
 
 
 
 
 
 
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
 
and be delivered to
 
 
 
 
(PLEASE PRINT OR TYPE NAME AND ADDRESS)
  
                                              of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint                                                               Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.
 
Dated:
 
 
 
 
 
 
 
(SIGNATURE)
 
  
the signature to the assignment of the subscription form must correspond to the name written upon the face of this warrant certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or trust company or a member firm of the american stock exchange, new york stock exchange, pacific stock exchange or chicago stock exchange.
 
 
3

 
 

NRX Pharmaceuticals, Inc. Reports