AMENDMENT TO STOCK ESCROW AGREEMENTStock Escrow Agreement • June 4th, 2021 • BRAC Lending Group 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”).
Big Rock Partners Acquisition Corp. Delray Beach, FL 33483Business Combination Marketing Agreement • June 4th, 2021 • BRAC Lending Group LLC • Pharmaceutical preparations • New York
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.
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, 2020Agreement and Plan of Merger • June 4th, 2021 • BRAC Lending Group 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
