DEF 14A of NRX Pharmaceuticals, Inc.

Effects of the Reverse Stock Split on Outstanding Equity Awards and the 2021 Omnibus Incentive Plan

Effects of the Reverse Stock Split on Outstanding Equity Awards and the 2021 Omnibus Incentive Plan If the Reverse Stock Split is effected, the terms of equity awards granted under the 2021 Omnibus Incentive Plan (the “Omnibus Plan”) and, including (i) the number of shares and type of Common Stock (or the securities or property) which thereafter may be made the subject of awards; (ii) the number of shares and type of Common Stock (or other securities or property) subject to outstanding awards; (iii) the option price of any outstanding stock options; (iv); the amount, if any, paid for forfeited shares in accordance with the terms of the Omnibus Plan; and; (v) the number of or exercise price of any shares then subject to outstanding stock appreciation rights previously granted and unexercised under the Omnibus Plan, will be proportionally adjusted to the end that the same proportion of our issued and outstanding shares of Common Stock in each instance shall remain subject to exercise at the same aggregate exercise price; subject to adjustments for any fractional shares as described herein and provided, however, that the number of shares of Common Stock (or other securities or property) subject to any award shall always be a whole number. In addition, the total number of shares of Common Stock that may be the subject of future grants under the Omnibus Plan, as well as any plan limits on the size of such grants will be adjusted and proportionately decreased as a result of the Reverse Stock Split.