Big Rock Partners Acquisition Corp.
Exhibit 10.7
0000 X. Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxx 00000
November 20, 2017
Big Rock Partners Sponsor, LLC.
0000 X. Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxx 00000
Gentlemen:
This letter agreement by and between Big Rock Partners Acquisition
Corp. (the “Company” or “our”) and our
sponsor, Big Rock Partners Sponsor, LLC (the
“Affiliate”), dated as of the date hereof, will confirm
our agreement that, commencing on the effective date
(the “Effective Date”) of the Registration Statement on
Form S-1 and prospectus filed with the Securities and Exchange
Commission (the “Registration Statement”) and
continuing until the earlier of the consummation by the Company of
an initial business combination or the Company’s liquidation
(in each case as described in the Registration Statement) (such
earlier date hereinafter referred to as the “Termination
Date”):
(i) the Affiliate shall make available to the Company, at 0000 X.
Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx Xxxxx, Xxxxxxx 00000 (or any
successor location), certain office space, utilities, secretarial
support and administrative services as may be reasonably required
by the Company. In exchange therefor, the Company shall pay the
Affiliate the sum of $10,000 per month on the Effective Date and
continuing monthly thereafter until the Termination Date;
and
(ii) the Affiliate hereby irrevocably waives any and all right,
title, interest, causes of action and claims of any kind (each, a
“Claim”) in or to, and any and all right to seek
payment of any amounts due to it out of, the trust account
established for the benefit of the public stockholders of the
Company and into which substantially all of the proceeds of the
Company’s initial public offering will be deposited (the
“Trust Account”), and hereby irrevocably waives any
Claim it may have in the future as a result of, or arising out of,
this letter agreement, which Claim would reduce, encumber or
otherwise adversely affect the Trust Account or any monies or other
assets in the Trust Account, and further agrees not to seek
recourse, reimbursement, payment or satisfaction of any Claim
against the Trust Account or any monies or other assets in the
Trust Account for any reason whatsoever.
This letter agreement constitutes the entire agreement and
understanding of the parties hereto in respect of its subject
matter and supersedes all prior understandings, agreements, or
representations by or among the parties hereto, written or oral, to
the extent they relate in any way to the subject matter hereof or
the transactions contemplated hereby.
This letter agreement may not be amended, modified or waived as to
any particular provision, except by a written instrument executed
by the parties hereto.
No party hereto may assign either this letter agreement or any of
its rights, interests, or obligations hereunder without the prior
written approval of the other party. Any purported assignment in
violation of this paragraph shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the
purported assignee.
This letter agreement, the entire relationship of the parties
hereto, and any litigation between the parties (whether grounded in
contract, tort, statute, law or equity) shall be governed by,
construed in accordance with, and interpreted pursuant to the laws
of the State of New York, without giving effect to its choice of
laws principles.
[Signature page follows]
|
|
|
|
Very truly yours,
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Xxxx
Xxxxxxx
|
|
|
|
|
|
Name: Xxxx Xxxxxxx
|
|
|
|
|
|
Title: Chief Financial Officer
|
|
AGREED TO AND ACCEPTED BY:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Xxxxxxx
Xxxxxxxx
|
|
|
|
|
|
Name: Xxxxxxx Xxxxxxxx
|
|
|
|
|
|
Title: Managing Member
|
|
|
|
[Signature Page to Administrative Services Agreement]
2
