AMENDMENT TO STOCK ESCROW AGREEMENTStock Escrow Agreement • May 26th, 2021 • Big Rock Partners Sponsor, LLC • Pharmaceutical preparations • New York
This Amendment to the Stock Escrow Agreement (this “Amendment”), dated as of May 24, 2021, is by and among Big Rock Partners Acquisition Corp., a Delaware corporation (to be renamed NRX Pharmaceuticals, Inc. the “Company”), Big Rock Partners Sponsor, LLC, a Delaware limited liability company (“Sponsor”), BRAC Lending Group LLC, a Delaware limited liability company (“BRAC”), Graubard Miller, and Continental Stock Transfer & Trust Company (the “Escrow Agent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG BIG ROCK PARTNERS ACQUISITION CORP., NEURORX, INC., and BIG ROCK MERGER CORP. DATED AS OF DECEMBER 13, 2020Merger Agreement • May 26th, 2021 • Big Rock Partners Sponsor, LLC • Pharmaceutical preparations • Delaware
Term Section A&R Charter Proposal 5.1(b) Acquisition Proposal 4.4(d) Action Exhibit A Additional Forfeited Shares 1.9(a) Additional Proposal 5.1(b) Affiliate Exhibit A Agreement Preamble Ancillary Agreements Exhibit A Antitrust Law Exhibit A Approvals 2.1(a) Assets 2.10 BCMA 1.11 BCMA Amendment Agreement 1.11 BRAC Exhibit A BRPA Preamble BRPA A&R Bylaws Recital G BRPA A&R Charter Recital F BRPA Affiliate Agreement 3.20 BRPA Audited Financial Statements 3.7(b) BRPA Board 3.4(b) BRPA Board Recommendation 5.1(f) BRPA Borrowings 5.12 BRPA Change in Recommendation 5.1(f) BRPA Competing Transactions 4.4(a) BRPA Common Stock Exhibit A BRPA Contracts 3.18(a) BRPA Cure Period 7.1(e) BRPA Financial Statements 3.7(b) BRPA Lenders Exhibit A BRPA Material Adverse Effect Exhibit A BRPA Plan 5.15 BRPA Plan Proposal 5.1(b) BRPA Preferred Stock Exhibit A BRPA Rights Exhibit A BRPA Schedules Article III BRPA SEC Reports 3.7(a) BRPA Securities Exhibit A BRPA Stockholder Approval 3.4(c) BRPA Stockholder M
Big Rock Partners Acquisition Corp.Sponsor Forfeiture Agreement • May 26th, 2021 • Big Rock Partners Sponsor, LLC • Pharmaceutical preparations
Big Rock Partners Sponsor, LLC (“Sponsor”) and BRAC Lending Group LLC (“BRAC”) hold shares of common stock of Big Rock Partners Acquisition Corp. (“BRPA”), par value $0.001 per share (“BRPA Common Stock”). It is a condition to the consummation (“Closing”) of the transactions contemplated under the Agreement and Plan of Merger, dated as of December 13, 2020 (as amended, the “Merger Agreement”) by and among BRPA, Big Rock Merger Corp., and NeuroRx, Inc., that Sponsor and BRAC enter into an agreement with BRPA providing for the forfeiture and escrow of certain shares of BRPA Common Stock. Accordingly, Sponsor, BRAC, and BRPA agree as follows:
