Blueprint





  Exhibit 10.5











 



PROMISSORY NOTE


 


 


$
690,000.00  As of November 20, 2018


 


 


Big
Rock Partners Acquisition Corp. (“Maker”) promises to
pay to the order of BRAC Lending Group LLC or its successors or
assigns (“Payee”) the principal sum of Six Hundred
Ninety Thousand Dollars and No Cents ($690,000.00) in lawful money
of the United States of America, on the terms and conditions
described below.

 

1. Principal. The principal
balance of this Note shall be repayable on the consummation of the
Maker’s initial merger, capital stock exchange, asset
acquisition or other similar business combination with one or more
businesses or entities (a “Business Combination”).
Payee understands that if a Business Combination is not consummated
within the time period specified in the Maker’s amended and
restated certificate of incorporation, this Note will not be repaid
and all amounts owed hereunder will be forgiven except to the
extent that the Maker has funds available to it outside of its
trust account established in connection with its initial public
offering (“Trust Account”) after paying all other fees
and expenses of the Maker incurred prior to the date of such
failure to so consummate a Business Combination which are due and
payable.

 

2. Interest. No interest shall
accrue on the unpaid principal balance of this Note.

 

3. Application of Payments. All
payments shall be applied first to payment in full of any costs
incurred in the collection of any sum due under this Note,
including (without limitation) reasonable attorneys’ fees,
then to the payment in full of any late charges and finally to the
reduction of the unpaid principal balance of this
Note.

 

4. Events of Default. The
following shall constitute Events of Default:

 

(a) Failure to Make Required
Payments. Failure by Maker to pay the principal of this Note
within five (5) business days following the date when
due.

 

(b) Voluntary Bankruptcy, Etc. The
commencement by Maker of a voluntary case under the Federal
Bankruptcy Code, as now constituted or hereafter amended, or any
other applicable federal or state bankruptcy, insolvency,
reorganization, rehabilitation or other similar law, or the consent
by it to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of Maker or for any substantial part of its
property, or the making by it of any assignment for the benefit of
creditors, or the failure of Maker generally to pay its debts as
such debts become due, or the taking of corporate action by Maker
in furtherance of any of the foregoing.

 

(c) Involuntary Bankruptcy, Etc.
The entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of Maker in an involuntary
case under the Federal Bankruptcy Code, as now or hereafter
constituted, or any other applicable federal or state bankruptcy,
insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of Maker or for any substantial part of its property, or
ordering the winding-up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for
a period of 60 consecutive days.

 




 








 






 

5. Remedies.

 

(a) Upon the occurrence
of an Event of Default specified in Section 4(a), Payee may, by
written notice to Maker, declare this Note to be due and payable,
whereupon the principal amount of this Note, and all other amounts
payable thereunder, shall become immediately due and payable
without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived, anything contained herein
or in the documents evidencing the same to the contrary
notwithstanding.

 

(b) Upon the occurrence
of an Event of Default specified in Sections 4(b) and 4(c), the
unpaid principal balance of, and all other sums payable with regard
to, this Note shall automatically and immediately become due and
payable, in all cases without any action on the part of
Payee.

 

6. Waivers. Maker and all
endorsers and guarantors of, and sureties for, this Note waive
presentment for payment, demand, notice of dishonor, protest, and
notice of protest with regard to the Note, all errors, defects and
imperfections in any proceedings instituted by Payee under the
terms of this Note, and all benefits that might accrue to Maker by
virtue of any present or future laws exempting any property, real
or personal, or any part of the proceeds arising from any sale of
any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil
process, or extension of time for payment; and Maker agrees that
any real estate that may be levied upon pursuant to a judgment
obtained by virtue hereof, on any writ of execution issued hereon,
may be sold upon any such writ in whole or in part in any order
desired by Payee.

 

7. Unconditional Liability. Maker
hereby waives all notices in connection with the delivery,
acceptance, performance, default, or enforcement of the payment of
this Note, and agrees that its liability shall be unconditional,
without regard to the liability of any other party, and shall not
be affected in any manner by any indulgence, extension of time,
renewal, waiver or modification granted or consented to by Payee,
and consents to any and all extensions of time, renewals, waivers,
or modifications that may be granted by Payee with respect to the
payment or other provisions of this Note, and agrees that
additional makers, endorsers, guarantors, or sureties may become
parties hereto without notice to them or affecting their liability
hereunder.

 

8. Notices. Any notice called for
hereunder shall be deemed properly given if (i) sent by certified
mail, return receipt requested, (ii) personally delivered, (iii)
dispatched by any form of private or governmental express mail or
delivery service providing receipted delivery, (iv) sent by
telefacsimile or (v) sent by e-mail, to the following addresses or
to such other address as either party may designate by notice in
accordance with this Section:

 


 


If to
Maker:


 


Big
Rock Partners Acquisition Corp.


2645 N.
Federal Highway


Suite
230


Delray
Beach, Florida 33483


 




 








 






 


If to
Payee:


 


BRAC
Lending Group LLC


c/o
David Nussbaum


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
Yor, New York 10017


 


Notice
shall be deemed given on the earlier of (i) actual receipt by the
receiving party, (ii) the date shown on a telefacsimile
transmission confirmation, (iii) the date on which an e-mail
transmission was received by the receiving party’s on-line
access provider (iv) the date reflected on a signed delivery
receipt, or (vi) two (2) Business Days following tender of delivery
or dispatch by express mail or delivery service.

 

9. Construction. This Note shall
be construed and enforced in accordance with the domestic, internal
law, but not the law of conflict of laws, of the State of New
York.

 

10. Severability. Any provision
contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other
jurisdiction.

 


10.           Trust
Fund Waiver. Payee hereby waives any and all right, title,
interest or claim of any kind in or to any distribution of the
funds held in the Trust Account (“Claim”) and agrees it
will not seek recourse against the Trust Account for any reason
whatsoever, except in the event Maker consummates a Business
Combination.


 




 








 






 


IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
caused this Note to be duly executed the day and year first above
written.

 


 


BIG
ROCK PARTNERS ACQUISITION CORP.


 


 


By:
/s/ Richard
Ackerman                              




Name:
Richard Ackerman


Title:
Chief Executive Officer