5,000,000 Units BIG ROCK PARTNERS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • New York
Big Rock Partners Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is entered into as of the [___] day of [________], 2017, by and between Big Rock Partners Acquisition Corp., a Delaware corporation (the “ Company ”), and the undersigned parties listed under Investors on the signature page hereto (each, an “ Investor ” and collectively, the “ Investors ”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 14th, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2017 by and between Big Rock Partners Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Advisory Agreement • November 14th, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • New York
This is to confirm our agreement whereby Big Rock Partners Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-220947) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 14th, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “ Agreement ”) is made as of November __, 2017, by and between BIG ROCK PARTNERS ACQUISITION CORP., a Delaware corporation (the “ Company ”), and _______________ (“ Indemnitee ”).
WARRANT AGREEMENTWarrant Agreement • November 14th, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of [ ], 2017 is between Big Rock Partners Acquisition Corp., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
FORM OF RIGHT AGREEMENT BIG ROCK PARTNERS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY RIGHT AGREEMENT Dated as of ____, 2017Right Agreement • November 14th, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of ______, 2017 between Big Rock Partners Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Rights Agent”).
Big Rock Partners Acquisition Corp. Suite 230 Delray Beach, Florida 33483Securities Subscription Agreement • November 14th, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • Delaware
This securities subscription agreement (the “Agreement”) is entered into on September 26, 2017 by and between Big Rock Partners Sponsor, LLC, a Delaware limited liability company (the “ Subscriber ” or “ you ”), and Big Rock Partners Acquisition Corp., a Delaware corporation (the “ Company ”, “ we ” or “ us ”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,437,500 shares of the Company’s common stock, $0.001 par value per share (the “ Shares ”), up to 187,500 of which Shares are subject to complete or partial forfeiture (the “ forfeiture ”) if the underwriters of the proposed initial public offering (“ IPO ”) of units of the Company do not fully exercise their over-allotment option (the “ Over-allotment Option ”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Big Rock Partners Acquisition Corp. Suite 230 Delray Beach, FL 33483 EarlyBirdCapital, Inc. New York, New York 10017Underwriting Agreement • November 14th, 2017 • Big Rock Partners Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Big Rock Partners Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 5,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), one right (each, a “Right”) and one-half of one warrant (each, a “Warrant”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination. Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to t
Big Rock Partners Acquisition Corp.Administrative Services Agreement • November 14th, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • New York
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 (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”):
Big Rock Partners Acquisition Corp. Suite 230 Delray Beach, FL 33483 EarlyBirdCapital, Inc. New York, New York 10017 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 14th, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Big Rock Partners Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 5,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), one right (each, a “Right”) and one-half of one warrant (each, a “Warrant”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination. Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant
FORM OF STOCK ESCROW AGREEMENTStock Escrow Agreement • November 14th, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ______, 2017 (the “Agreement”) by and among Big Rock Partners Acquisition Corp., a Delaware corporation (the “Company”), Big Rock Partners Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Continental Stock Transfer & Trust Company (the “Escrow Agent”).
Big Rock Partners Acquisition Corp. Suite 230 Delray Beach, Florida 33483 EarlyBirdCapital, Inc. New York, New York 10017 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 14th, 2017 • Big Rock Partners Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Big Rock Partners Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 5,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), one right (each, a “Right”), and one-half of one warrant (each, a “Warrant”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination. Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant
