Big Rock Partners Acquisition Corp.
Exhibit 10.3
November 17,
2018
0000 X.
Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx
Xxxxx, XX 00000
Attention:
Xxxxxxx X. Xxxxxxxxx
BRAC
Lending Group LLC
c/o
Xxxxx Xxxxxxxx
EarlyBirdCapital,
Inc.
000
Xxxxxxx Xxxxxx
0xx
Xxxxx
Xxx
Xxxx, XX 00000
Dear
Sirs:
Pursuant
to that certain Registration Rights Agreement (the
“RRA”), dated as
of November 20, 2017, by and among Big Rock Partners Acquisition
Corp., a Delaware corporation (the “Company”), and Big Rock Partners
Sponsor, LLC (the “Shareholder”), the Company has
granted the Shareholder certain registration rights (the
“Registration
Rights”) with respect to the shares of common stock of
the Company (the “Insider
Shares”) purchased by the Shareholder from the Company
prior to the Company’s initial public offering.
The
Shareholder has executed an agreement (the “Transfer Agreement”) of even date
herewith pursuant to which the Shareholder has transferred
1,500,000 of the Insider Shares, for aggregate consideration of
$1.00, to BRAC Lending Group LLC (the “Investor”). In connection with the
transfer of the Insider Shares, the Shareholder desires to assign
its Registration Rights with respect to the 1,500,000 Insider
Shares to the Investor in accordance with Section 6.2 of the RRA,
and the Company has agreed to consent to such assignment.
Accordingly, the Shareholder’s Registration Rights with
respect to the 1,500,000 Insider Shares shall be assigned to the
Investor as of the date hereof. The Investor is agreeing to be
bound by the terms and conditions of the RRA. The Shareholder shall
maintain its Registration Rights with respect to any other
securities of the Company not transferred to the Investor pursuant
to the Transfer Agreement.
[Remainder of page
intentionally left blank; signature page to
follow.]
Very
truly yours,
BIG
ROCK PARTNERS SPONSOR LLC
By:
/s/ Xxxxxxx
Xxxxxxxx
Name:
Xxxxxxx Xxxxxxxx
Title:
Managing Member
The
undersigned acknowledges and consents to the foregoing
terms.
By: /s/ Xxxx
Xxxxxxx
Name:
Xxxx Xxxxxxx
Title:
Chief Financial Officer
BRAC
LENDING GROUP LLC
By: /s/ Xxxxx
Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
Title:
