Big Rock Partners Acquisition Corp. Delray Beach, FL 33483
Exhibit 13
Big
Rock Partners Acquisition Corp.
0000 X.
Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx
Xxxxx, XX 00000
May 24,
2021
EarlyBirdCapital,
Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, XX 00000
Ladies
and Gentlemen:
Reference is made
to that certain Business Combination Marketing Agreement
(“BCMA”) dated November 20, 2017, between Big Rock
Partners Acquisition Corp., a Delaware corporation
(“BRPA”) and EarlyBirdCapital, Inc., a Delaware
corporation (“EBC”). On December 13, 2020, BRPA entered
into an Agreement and Plan of Merger (as amended, the “Merger
Agreement”) with NeuroRx, Inc. and Big Rock Merger Corp. It
is a condition to the consummation of the transactions contemplated
by the Merger Agreement (the “Closing”) that BRPA and
EBC enter into an amendment to the BCMA (this “BCMA
Amendment”) providing for, among other things, shares to be
issued to EBC at the Closing in lieu of a cash fee. If the Closing
does not occur, EBC will not be entitled to a fee under the terms
of the BCMA.
Accordingly, the
parties to the BCMA agree to amend the BCMA as
follows:
1.
Section 1(b) of the
BCMA is hereby deleted in its entirety and replaced with the
following:
(b)
As compensation for
the foregoing services, the Company will issue to the Advisor
and/or its designees an aggregate of 200,000 shares of common stock
of BRPA, par value $0.001 per share (such shares, the
“Fee”). The Fee
is due and payable to the Advisor at the closing of the Business
Combination (“Closing”). If a proposed Business
Combination is not consummated for any reason, no Fee shall be due
or payable to the Advisor hereunder.
2.
A new Section 15
shall be added to the BCMA, as follows:
15.
Termination. The BCMA, as
amended by this BCMA Amendment, shall terminate at upon the filing
of a certificate of merger between Big Rock Merger Corp. and
NeuroRx, Inc. with the Secretary of State of the State of
Delaware.
3.
The BCMA shall
remain in full force and effect except as expressly amended by this
BCMA Amendment. Upon the execution and delivery hereof, the BCMA
shall thereupon be deemed to be amended as hereinabove set forth as
fully and with the same effect as if the amendments made hereby
were originally set forth in the BCMA, and this BCMA Amendment and
the BCMA shall henceforth be read, taken and construed as one and
the same instrument.
4.
This BCMA Amendment
shall be construed and enforced in accordance with the laws of the
State of New York without giving effect to the conflict of laws
principles thereof.
[Remainder
of Page Intentionally Left Blank]
If the
foregoing correctly sets forth the understanding between EBC and
BRPA with respect to the foregoing, please so indicate your
agreement by signing in the place provided below, at which time
this BCMA Amendment shall become a binding contract.
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BIG
ROCK PARTNERS ACQUISITION CORP.
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By:
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/s/
Xxxxxxx Xxxxxxxx
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Name:
Xxxxxxx Xxxxxxxx
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Title:
Chief Executive Officer
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AGREED
AND ACCEPTED BY:
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EARLYBIRDCAPITAL,
INC.
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By:
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/s/
Xxxxxxx Xxxxxx
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Name:
Xxxxxxx Xxxxxx
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Title:
Sr. Managing Director
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[Signature
Page to BCMA Amendment]
